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 ~~June~~September 30, 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 number: 001-41274

Counter Press Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A 00-0000000
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1981 Marcus Avenue, Suite 227

Lake Success, NY 11042

(Address of principal executive offices)

(718) 775-3013

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	CPAQU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	CPAQ	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CPAQW	The Nasdaq Stock Market LLC

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

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

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

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

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

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

As of ~~August~~November 811, 2022, there were 97,~~135~~092,~~625~~ 141 Class A ordinary shares, $0.0001 par value ~~and~~ and 2,156,250 Class B ordinary shares, $0.0001 par value, issued and outstanding.

COUNTER PRESS ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED ~~JUNE~~ SEPTEMBER 30, 2022

TABLE OF CONTENTS

	Page	~~Page~~
PART I. FINANCIAL INFORMATION	1	1
Item 1. Financial Statements	1	1
Unaudited Condensed Balance Sheets as of June 30, 2022 and December 31, 2021		1
Unaudited Condensed Balance Sheets as of September 30, 2022 and December 31, 2021	1
Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022 and for the period from May 29, 2021 (inception) through June 30, 2021		2
Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from May 19, 2021 (inception) through September 30, 2021	2
Unaudited Condensed Statement of Changes in Shareholders’ (Deficit) Equity for the three and six months ended June 30, 2022 and for the period from May 29, 2021 (inception) through June 30, 2021		3
Unaudited Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from May 19, 2021 (inception) through September 30, 2021	3
Unaudited Condensed Statement of Cash Flows for the six months ended June 30, 2022 and for the period from May 29, 2021 (inception) through June 30, 2021		4
Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and for the period from May 19, 2021 (inception) through September 30, 2021	4
Notes to Unaudited Condensed Financial Statements	5	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14	14
Item 3. Quantitative and Qualitative Disclosures About Market Risk	17	16
Item 4. Controls and Procedures	17	16
PART II. OTHER INFORMATION	18	17
Item 1. Legal Proceedings	18	17
Item 1A. Risk Factors	18	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	19	18
Item 3. Defaults Upon Senior Securities	19	18
Item 4. Mine Safety Disclosures	19	18
Item 5. Other Information	19	18
Item 6. Exhibits	19	18
PART III. SIGNATURES	21	20

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

COUNTER PRESS ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

	June 30, 2021			December 31, 2021
	September 30, 2022			December 31, 2021
	(unaudited)
Assets:
Current assets:
Cash	$	~~583~~513,~~845~~081		$	—
Prepaid expenses		~~342~~209,~~569~~973			—
Total Current Assets		~~926~~723,~~414~~054			—
Deferred offering costs		—			109,064
Investment held in Trust Account		8788,~~674~~070,~~587~~429			—
Total Assets	$	88,~~601~~793,~~001~~483		$	109,064
Liabilities, Class A Ordinary shares Subject to Possible Redemption, and Shareholders’ (Deficit) Equity
Current liabilities:
Accrued offering costs and expenses	$	1319,~~147~~344		$	38,102
Due to related party		2151,775			—
Promissory note - related party		—			52,879
Total Current Liabilities		3471,~~922~~119			90,981
Deferred underwriters’ discount		3,018,750			—
Total Liabilities		3,~~053~~089,~~672~~869			90,981
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 8,625,000 and no shares at redemption value of $10.15 per share as of June 30, 2022 and December 31, 2021		87,543,750			—
Class A ordinary shares subject to possible redemption, 8,625,000 and no shares at redemption value of $10.15 per share as of September 30, 2022 and December 31, 2021, respectively		87,543,750			—
Shareholders’ (Deficit) Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 510,625 and no shares issued and outstanding (excluding 8,625,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021		51			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 510,625 and no shares issued and outstanding (excluding 8,625,000 shares subject to possible redemption) as of September 30, 2022 and December 31, 2021, respectively		51			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 2,156,250 shares issued and outstanding as of June 30, 2022 and December 31, 2021		216			216
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 2,156,250 shares issued and outstanding as of September 30, 2022 and December 31, 2021		216			216
Additional paid-in capital		—			24,784
Accumulated deficit		(1,~~996~~840,~~688~~403	)		(6,917	)
Total shareholders’ (deficit) equity		(1,~~996~~840,~~421~~136	)		18,083
Total Liabilities, Class A Ordinary shares Subject to Possible Redemption, and Shareholders’ (Deficit) Equity	$	88,~~601~~793,~~001~~483		$	109,064

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

COUNTER PRESS ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	Three Months Ended June 30,			Six Months Ended June 30,			For the Period from May 29, 2021 (Inception) Through June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,			For the Period from May 19, 2021 (Inception) through September 30,
	2022			~~2022~~2021			~~2021~~2022			2021
Operating and formation costs	$	~~185~~239,~~619~~557		$	~~620,882~~—		$	6860,~~677~~439		$	6,677
Loss from operations		(~~185~~239,~~619~~557	)		~~(620,882~~—	)		(6860,~~677~~439	)		(6,677	)
Other income:
Interest earned on marketable securities held in Trust Account		~~124~~395,~~336~~842			~~130,837~~—			—526,679			—
Total other income		~~124~~395,~~336~~842			~~130,837~~—			—526,679			—
Net loss	$	(61,283	)	$	(490,045	)	$	(6,677	)
Net income (loss)	$	156,285		$	—		$	(333,760	)	$	(6,677	)
Weighted average shares outstanding, Class A ordinary shares subject to redemption		8,625,000			~~6,623,619~~—			—7,298,077			—
Basic and diluted net (loss) income per share, Class A ordinary shares subject to redemption	$	(0.01	)	$	0.29		$	—
Basic and diluted net income per share, Class A ordinary shares subject to redemption	$	0.01		$	—		$	0.26		$	—
Weighted average shares outstanding, ordinary shares		2,666,875			~~2,548,387~~—			12,~~875~~588,~~000~~317			1,875,000
Basic and diluted net loss per share, ordinary shares	$	(0.01	)	$	(0.94	)	$	(0.00	)
Basic and diluted net income (loss) per share, ordinary shares	$	0.01		$	—		$	(0.86	)	$	(0.00	)

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

COUNTER PRESS ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2022

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			~~Equity (~~Deficit)
Balance — January 1, 2022		—	$	—		2,156,250	$	216	$	24,784		$	(6,917	)	$	18,083
Sale of 471,875 Private Units net of allocated offering costs		471,875		47		—		—		4,718,703			—			4,718,750
Fair value of 4,312,500 Public Warrants net of allocated offering costs		—		—		—		—		1,911,303			—			1,911,303
Issuance of 38,750 Underwriter Founder Shares		38,750		4		—		—		446			—			450
Accretion of carrying value to redemption value		—		—		—		—		(6,655,236	)		(1,499,726	)		(8,154,962	)
Net loss		—		—		—		—		—			(428,762	)		(428,762	)
Balance – March 31, 2022		510,625	$	51		2,156,250	$	216	$	—		$	(1,935,405	)	$	(1,935,138	)
Net loss		—		—		—		—		—			(61,283	)		(61,283	)
Balance – June 30, 2022		510,625	$	51		2,156,250	$	216	$	—		$	(1,996,688	)	$	(1,996,421	)
Net income		—		—		—		—		—			156,285			156,285
Balance – September 30, 2022		510,625	$	51		2,156,250	$	216	$	—		$	(1,840,403	)	$	(1,840,136	)

FOR THE ~~PERIOD~~THREE ~~FROM~~MONTHS ~~MAY~~ENDED ~~29,~~SEPTEMBER ~~2021 (INCEPTION) THROUGH JUNE~~ 30, 2021 AND

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance — May 19, 2021 (inception)		—	$	—		—	$	—	$	—	$	—		$	—
Class B ordinary shares issued to Sponsor		—		—		2,156,250		216		24,784		—			25,000
Net loss		—		—		—		—		—		(6,677	)		(6,677	)
Balance – June 30, 2021		—	$	—		2,156,250	$	216	$	24,784	$	(6,677	)	$	18,323

FOR THE PERIOD FROM MAY 19, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

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

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance — May 19, 2021 (inception)		—	$	—		—	$	—	$	—	$	—		$	—

Class B ordinary shares issued to Sponsor		—		—		2,156,250		216		24,784		—			25,000

Net loss		—		—		—		—		—		(6,677	)		(6,677	)

Balance – June 30, 2021		—	$	—		2,156,250	$	216	$	24,784	$	(6,677	)	$	18,323

Net loss		—		—		—		—		—		—			—

Balance – September 30, 2021		—	$	—		2,156,250	$	216	$	24,784	$	(6,677	)	$	18,323

3The accompanying notes are an integral part of the unaudited condensed financial statements.

~~COUNTER PRESS ACQUISITION CORPORATION~~3

~~UNAUDITED CONDENSED~~COUNTER ~~STATEMENTS~~PRESS OFACQUISITION ~~CASH FLOWS~~CORPORATION

	Six months Ended June 30,			For the Period from May 29, 2021 (Inception) Through June 30,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(490,045	)	$	(6,677	)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation cost paid by the Sponsor		—			6,677
Interest earned on marketable securities held in Trust Account		(130,837	)		—
Changes in operating assets and liabilities:
Prepaid expenses		(342,569	)		—
Accrued expenses		(24,955	)		—
Due from related party		21,775			—
Net cash used in operating activities		(966,631	)		—
Cash Flows from Investing Activities:
Investment held in Trust Account		(87,543,750	)		—
Net cash used in investing activities		(87,543,750	)		—
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		84,525,000			—
Proceeds from sale of Private Units		4,718,750			—
Issuance of Underwriter Founder Shares		450			—
Proceeds from issuance of promissory note to related party		25,635			—
Repayment of promissory note – related party		(175,609	)		—
Net cash provided by financing activities		89,094,226			—
Net Change in Cash		583,845			—
Cash – Beginning of period		—			—
Cash – End of period	$	583,845		$	—
Non-Cash investing and financing activities:
Deferred underwriting commissions charged to additional paid in capital	$	3,018,750		$	—
Deferred offering costs paid by Sponsor under the promissory note	$	97,095		$	—
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary share	$	—		$	18,323
Deferred offering costs included in accrued offering costs and expenses	$	—		$	27,602
Initial value of ordinary shares subject to possible redemption	$	87,543,750		$	—
Accretion of carrying value to redemption value	$	8,154,962		$	—

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

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


	Nine months Ended September 30,			For the Period from May 19, 2021 (Inception) Through September 30,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(333,760	)	$	(6,677	)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation cost paid by the Sponsor		—			6,677
Interest earned on marketable securities held in Trust Account		(526,679	)		—
Changes in operating assets and liabilities:
Prepaid expenses		(209,973	)		—
Accrued expenses		(18,758	)		—
Due from related party		51,775			—
Net cash used in operating activities		(1,037,395	)		—

Cash Flows from Investing Activities:
Investment held in Trust Account		(87,543,750	)		—
Net cash used in investing activities		(87,543,750	)		—

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		84,525,000			—
Proceeds from sale of Private Units		4,718,750			—
Issuance of Underwriter Founder Shares		450			—
Proceeds from issuance of promissory note to related party		25,635			—
Repayment of promissory note – related party		(175,609	)		—
Net cash provided by financing activities		89,094,226			—

Net Change in Cash		513,081			—
Cash – Beginning of period		—			—
Cash – End of period	$	513,081		$	—

Non-Cash investing and financing activities:
Deferred underwriting commissions charged to additional paid in capital	$	3,018,750		$	—
Deferred offering costs paid by Sponsor under the promissory note	$	97,095		$	—
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	—		$	18,323
Deferred offering costs included in accrued offering costs and expenses	$	—		$	49,640
Initial value of ordinary shares subject to possible redemption	$	87,543,750		$	—
Accretion of carrying value to redemption value	$	8,154,962		$	—

4The accompanying notes are an integral part of the unaudited condensed financial statements.

~~NOTES TO COUNTER PRESS ACQUISITION CORPORATION~~4

~~UNAUDITED CONDENSED~~NOTES ~~FINANCIAL~~TO ~~STATEMENTS~~COUNTER PRESS ACQUISITION CORPORATION

~~JUNE 30,~~ UNAUDITED ~~2022~~CONDENSED FINANCIAL STATEMENTS

~~NOTE 1.~~ SEPTEMBER ~~ORGANIZATION~~30, ~~BUSINESS OPERATIONS~~2022

~~Counter Press~~NOTE Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 19, 2021 whose purpose is to enter into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar Business Combination with one or more businesses or entities (the “Business Combination”)1. ~~The Company has not selected any specific Business Combination target and it has not (nor has anyone on its behalf)~~ORGANIZATION, ~~initiated~~BUSINESS ~~any substantive discussions, directly or indirectly, with any Business Combination target.~~OPERATIONS

~~As of~~Counter ~~June~~Press ~~30,~~Acquisition ~~2022,~~Corporation (the “Company”) is ~~had~~a ~~not~~blank ~~commenced~~check ~~any~~company ~~operations.~~incorporated ~~All~~as ~~activity~~a ~~for~~Cayman ~~the~~Islands ~~period~~exempted ~~from~~company on May 19, 2021 ~~(inception)~~whose ~~through~~purpose ~~June 30,~~is ~~2022~~to ~~relates~~enter tointo ~~the~~a ~~Company’s~~merger, ~~formation~~share exchange, ~~initial~~asset ~~public~~acquisition, ~~offering~~share ~~(“Initial Public Offering” or “IPO”)~~purchase, ~~which~~ ~~is described below~~recapitalization, ~~and~~reorganization ~~subsequent~~or toother ~~the~~similar ~~Initial~~Business ~~Public~~Combination ~~Offering,~~with ~~identifying~~one aor ~~target~~more ~~company~~businesses or ~~for~~entities a(the “Business Combination”). The Company ~~will~~has not ~~generate~~selected any ~~operating~~specific ~~revenues until after the completion of its initial~~ Business Combination, attarget ~~the~~and ~~earliest.~~it ~~The~~has ~~Company~~not ~~will~~(nor ~~generate~~has ~~non-operating~~anyone ~~income in the form of interest income~~ on ~~cash~~its ~~and~~behalf), ~~cash~~initiated ~~equivalents~~any ~~from~~substantive ~~the~~discussions, ~~proceeds~~directly ~~derived~~or ~~from the~~indirectly, ~~IPO.~~with ~~The~~any ~~Company~~Business ~~has~~Combination ~~selected December 31 as its fiscal year end~~target.

~~The~~As of September 30, 2022, the Company had not commenced ~~registration~~any ~~statement~~operations. All activity for the ~~Company’s~~period ~~IPO~~from ~~was~~May ~~declared~~19, ~~effective~~2021 on(inception) ~~February~~through 8September 30, 2022 ~~(the~~relates ~~“Effective~~to ~~Date”).~~the ~~The~~ Company’s ~~sponsor~~formation, initial ispublic ~~Counter~~offering ~~Press~~(“Initial ~~Sponsor~~Public ~~LLC,~~Offering” aor ~~Cayman~~“IPO”), ~~Islands~~which ~~limited~~is ~~liability~~described ~~company~~below, ~~(the~~and ~~“Sponsor”).~~subsequent Onto ~~February~~the ~~11,~~Initial ~~2022~~Public Offering, ~~the~~identifying a target company for a Business Combination. The Company ~~consummated~~will not generate any operating revenues until after the ~~IPO~~completion of ~~8,625,000~~its ~~units~~initial ~~(including~~Business Combination, at the ~~full~~earliest. ~~exercise~~The ofCompany ~~the~~will ~~underwriter’s~~generate ~~overallotment~~non-operating ~~option~~income in the form of ~~1,125,000~~interest ~~units)~~income aton ~~$10.00~~cash ~~per~~and ~~unit~~cash (equivalents from the ~~“Units”),~~proceeds ~~generating~~derived ~~gross~~from ~~proceeds~~the ofIPO. ~~$86,250,000,~~The ~~which~~Company ishas ~~discussed~~selected inDecember ~~Note~~31 as its 3fiscal year end.

~~Simultaneously with~~The ~~the~~registration ~~closing~~statement offor the Company’s IPO ~~and~~was ~~the~~declared ~~issuance~~effective ~~and~~on ~~sale~~February of8, 2022 (the ~~Units,~~“Effective ~~the~~Date”). The Company’s ~~consummated~~sponsor inis Counter Press Sponsor LLC, a Cayman Islands limited liability company (the ~~aggregate~~“Sponsor”). On February 11, 2022, the ~~sale~~Company ofconsummated ~~471~~the IPO of 8,~~875~~625,000 units (including the ~~“Private~~full ~~Units”)~~exercise atof athe ~~price~~underwriter’s overallotment option of 1,125,000 units) at $10.00 per ~~Private~~unit ~~Unit~~(the “Units”), togenerating ~~the~~gross ~~Sponsor,~~proceeds ~~EarlyBirdCapital~~of $86,250,000, ~~Inc.~~which ~~(“EBC”)~~is ~~and BTIG,~~discussed ~~LLC~~in ~~(“BTIG”)~~Note 3.

AsSimultaneously with the closing of the IPO and the issuance and sale of ~~February~~the 11Units, ~~2022,~~the ~~transaction~~Company ~~costs~~consummated ~~amounted~~in tothe $4aggregate,~~949,909~~ ~~consisting~~the sale of $1471,~~725,000~~875 ofunits ~~underwriting~~(the ~~commissions,~~“Private ~~$3,018,750~~Units”) at a price of ~~deferred underwriting~~$10.00 ~~commissions~~per ~~and~~Private ~~$206~~Unit,~~159~~ ofto ~~other~~the ~~cash~~Sponsor, ~~offering~~EarlyBirdCapital, ~~costs~~Inc. (“EBC”) and BTIG, LLC (“BTIG”).

~~The Company~~As ~~must complete one or more initial Business Combinations having an aggregate fair market value~~ of atFebruary ~~least~~11, ~~80%~~2022, oftransaction ~~the~~costs ~~net assets~~amounted ~~held~~to in$4,949,909 ~~the~~consisting ~~Trust~~of ~~Account~~$1,725,000 ~~(excluding taxes payable on the interest earned on the Trust Account) at the time~~ of ~~signing~~underwriting acommissions, ~~definitive~~$3,018,750 agreement in connection with the Business Combination. The Company will complete the initial Business Combination only if the post-transaction company in which its public shareholders own shares will own or acquire 50% or more of ~~the~~deferred ~~issued~~underwriting commissions and ~~outstanding~~$206,159 ~~voting securities~~ of ~~the~~ ~~target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment~~other ~~Company~~cash ~~Act”).~~offering ~~There is no assurance that the Company will be able to complete a Business Combination successfully~~costs.

~~Following the~~The ~~closing~~Company ofmust ~~the~~complete ~~IPO~~one onor ~~February~~more ~~11,~~initial Business ~~2022,~~Combinations ~~$87,543,750~~having ~~($10.15~~an ~~per~~aggregate ~~Unit)~~fair ~~from~~market ~~the~~value ~~net proceeds~~ of ~~the~~at ~~sale~~least of80% ~~the Units in the IPO and the sale~~ of the ~~Private~~net ~~Units~~assets ~~was~~held ~~placed~~ in athe Trust Account ~~and, will be held in a U.S.-based trust account~~ (~~“Trust~~excluding ~~Account”)~~taxes ~~and~~payable will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Based on ~~current~~ ~~interest rates,~~ the ~~Company estimates that the~~ interest earned on the Trust Account) ~~will~~at ~~be approximately $380,000 per year, assuming no exercise of~~ the ~~underwriters’~~time ~~overallotment option and an interest rate~~ of ~~0.02%~~signing ~~per~~a ~~year,~~definitive ~~following~~agreement ~~the investment of such funds~~ in ~~specified~~connection ~~U.S. government treasury bills or in specified money market funds. Except~~ with ~~respect to~~ the ~~exceptions~~Business ~~described~~Combination. ~~below,~~The ~~the~~Company ~~proceeds from the IPO and the sale of the private units~~ will ~~not~~complete ~~be released from~~ the ~~Trust Account until the earliest of: (i) the completion of the~~ initial Business Combination; ~~(ii)~~only if the ~~redemption~~post-transaction ofcompany ~~any~~in ~~public~~which ~~shares~~its ~~properly~~public ~~tendered~~shareholders inown ~~connection with~~shares awill ~~shareholder~~own ~~vote~~or toacquire ~~amend~~50% ~~the Company’s amended and restated memorandum and articles of association to (A) modify the substance~~ or ~~timing~~more of the ~~Company’s~~issued ~~obligation~~and tooutstanding ~~allow~~voting ~~redemption~~securities inof ~~connection with~~ the ~~initial~~target ~~Business Combination~~ or tois ~~redeem~~otherwise ~~the public shares if the Company does~~ not ~~complete~~required ~~the initial Business Combination within Combination Period or (B) with respect~~ to ~~any~~register ~~other~~as ~~provision~~an ~~relating~~investment tocompany ~~shareholders’~~under ~~rights~~the orInvestment ~~pre-Business~~Company ~~Combination~~Act ~~activity; and~~ (~~iii)~~ the ~~redemption~~“Investment ~~of all of the public shares if the~~ Company ~~is unable to complete the initial Business Combination within Combination Period (as defined below~~Act”)~~, subject to applicable law~~. ~~The~~There ~~net~~is ~~proceeds~~no ~~deposited~~assurance inthat the ~~Trust Account could become subject to the claims of the~~ Company~~’s creditors,~~ ifwill ~~any,~~be ~~which~~able ~~could~~to ~~have~~complete ~~priority~~a ~~over~~Business ~~the~~Combination ~~claims of its public shareholders~~successfully. ~~Therefore, there is no guarantee that investors will receive $10.15 per share upon redemption.~~

~~The~~Following the closing of the IPO on February ~~Company~~11, ~~will~~2022, ~~provide~~$87,543,750 ~~its~~($10.15 ~~shareholders~~per ~~with~~Unit) from the ~~opportunity~~net toproceeds ~~sell~~of ~~their~~the ~~shares~~sale toof the ~~Company~~Units byin ~~means~~the IPO and the sale of the Private Units was placed in a ~~tender~~Trust ~~offer~~Account (and, ~~thereby avoid~~will ~~the~~be ~~need~~held ~~for~~in a ~~shareholder~~U.S.-based ~~vote~~trust account (“Trust Account”) ~~for~~and anwill ~~amount~~be ~~equal~~invested toonly ~~their~~in ~~pro~~U.S. government ~~rata~~treasury ~~share~~bills ofwith ~~the~~a ~~aggregate~~maturity ~~amount~~of ~~then~~185 ondays ~~deposit~~or less or in ~~the~~money ~~Trust Account~~market ~~(net~~funds ofmeeting ~~amounts~~certain ~~required~~conditions tounder ~~pay~~Rule ~~its~~2a-7 ~~income~~under the ~~and~~Investment ~~franchise~~Company ~~taxes),~~Act inwhich ~~each~~invest ~~case~~only ~~subject~~in todirect ~~the~~U.S. ~~limitations~~government ~~described~~treasury ~~herein~~obligations. ~~The decision~~Based ason tocurrent ~~whether~~interest rates, the Company estimates that the interest earned on the Trust Account will ~~seek~~be ~~shareholder~~approximately ~~approval~~$920,000 per year, assuming no exercise of ~~its~~the ~~proposed~~underwriters’ overallotment ~~Business~~option ~~Combination~~and oran ~~allow~~interest ~~shareholders~~rate toof ~~sell their~~0.02% ~~shares~~per toyear, following the ~~Company~~investment of such funds in aspecified ~~tender~~U.S. ~~offer~~government ~~will~~treasury bills beor ~~made~~in byspecified money market funds. Except with respect to the ~~Company~~exceptions described below, ~~solely~~the inproceeds ~~its~~from ~~discretion,~~the IPO and the sale of the private units will not be ~~based~~released onfrom athe ~~variety~~Trust Account until the earliest of ~~factors~~: ~~such~~(i) asthe completion of the ~~timing~~initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the ~~transaction~~Company’s amended and ~~whether~~restated ~~the~~memorandum ~~terms~~and articles of association to (A) modify the ~~transaction~~substance ~~would~~or ~~otherwise~~timing ~~require~~of the Company’s obligation to ~~seek~~allow ~~shareholder~~redemption ~~approval.~~in Ifconnection with the ~~Company~~initial ~~determine~~Business Combination or to ~~engage~~redeem inthe apublic ~~tender~~shares ~~offer,~~if the Company ~~will~~does ~~file~~not ~~tender~~complete ~~offer~~the ~~documents~~initial ~~which~~Business Combination ~~will~~within ~~contain~~Combination ~~substantially~~Period or (B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity; and (iii) the ~~same~~redemption ~~financial~~of ~~and~~all ~~other~~of ~~information~~the ~~about~~public shares if the Company is unable to complete the initial Business Combination within Combination Period (as isdefined ~~required~~below), ~~under~~subject to applicable law. The net proceeds deposited in the ~~SEC~~Trust Account could become subject to the claims of the Company’s ~~proxy~~creditors, ~~rules~~if any, which could have priority over the claims of its public shareholders. Therefore, there is no guarantee that investors will receive $10.15 per share upon redemption.

The Company will provide its ~~public~~ shareholders with the opportunity to ~~redeem~~sell their ~~Class~~shares Ato ~~ordinary~~the ~~shares~~Company ~~upon~~by ~~approval~~means of ~~any~~a ~~such~~tender ~~amendment at~~offer a(and ~~per-share~~thereby ~~price,~~avoid ~~payable~~the inneed ~~cash,~~for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of amounts required to pay its income and franchise taxes), ~~including~~in ~~interest~~each ~~(which~~case subject to the limitations described herein. The decision as to whether the Company will ~~interest~~seek ~~shall~~shareholder approval of its proposed Business Combination or allow shareholders to sell their shares to the Company in a tender offer will be ~~net~~made by the Company, solely in its discretion, and will be based on a variety of ~~taxes~~factors ~~payable)~~such ~~divided~~as bythe timing of the ~~number~~transaction and whether the terms of ~~then~~the ~~issued~~transaction would otherwise require the Company to seek shareholder approval. If the Company determine to engage in a tender offer, the Company will file tender offer documents which will contain substantially the same financial and ~~outstanding~~other ~~public~~information about ~~shares~~the initial Business Combination as is required under the SEC’s proxy rules.

The Company will provide its public shareholders with the opportunity to redeem their Class A ordinary shares ~~subject~~upon toapproval ~~redemption~~of ~~will~~any besuch ~~recorded~~amendment at a ~~redemption~~per-share ~~value~~price, ~~and~~payable ~~classified~~in ascash, equal ~~temporary~~to ~~equity~~the ~~upon~~aggregate ~~the~~amount ~~completion~~then ~~of the~~on ~~IPO,~~deposit in ~~accordance~~the ~~with~~Trust ~~Financial~~Account, ~~Accounting~~including ~~Standards~~interest ~~Board’s~~ (~~“FASB”)~~which ~~Accounting~~interest ~~Standards~~shall ~~Codification~~be ~~(“ASC”~~net of taxes payable) ~~Topic~~divided ~~480~~by ~~“Distinguishing~~the ~~Liabilities~~number ~~from~~of ~~Equity~~then issued and outstanding public shares.”

5The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

~~NOTES TO COUNTER PRESS ACQUISITION CORPORATION~~5

~~UNAUDITED CONDENSED~~NOTES ~~FINANCIAL~~TO ~~STATEMENTS~~COUNTER PRESS ACQUISITION CORPORATION

~~JUNE 30,~~UNAUDITED ~~2022~~CONDENSED FINANCIAL STATEMENTS

~~The Company~~ SEPTEMBER ~~will have 12 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”)~~30, ~~the~~ Company may, at the Sponsor’s option, extend the period of time to consummate a Business Combination up to two times without shareholder approval, each for an additional three months (for a total of up to 18 months to complete a Business Combination) (each such three-month period, an “Extension Period”) or during any Extension Period. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete the initial Business Combination within Combination Period.2022

The Company will have 12 months from the ~~Sponsor,~~closing ~~officers~~of ~~and~~the ~~directors~~IPO ~~will~~to ~~enter~~complete ~~into~~the ainitial ~~letter~~Business ~~agreement~~Combination ~~with~~(the “Combination Period”), the Company may, ~~pursuant~~at tothe ~~which~~Sponsor’s option, ~~they~~extend ~~will~~the ~~agree~~period ~~(A)~~of time to ~~waive~~consummate ~~their redemption~~a ~~rights~~Business ~~with~~Combination ~~respect~~up to ~~their~~two ~~shares~~times inwithout ~~connection~~shareholder ~~with~~approval, ~~the~~each ~~completion~~for ofan ~~the~~additional three ~~initial~~months ~~Business~~(for ~~Combination~~a ~~and~~total ~~(B)~~of up to ~~waive their~~18 ~~rights~~months to ~~liquidating~~complete ~~distributions~~a ~~from~~Business ~~the~~Combination) ~~Trust~~(each ~~Account~~such ~~with~~three-month ~~respect~~period, toan ~~their~~“Extension ~~founders~~Period”) or ~~and~~during ~~private~~any ~~shares~~Extension ifPeriod. If the Company ~~fails~~ is unable to complete the initial Business Combination within the Combination Period, the Company will: (~~although~~i) ~~they~~cease ~~will~~all beoperations ~~entitled~~except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to ~~liquidating~~the ~~distributions~~aggregate ~~from~~amount then on deposit in the Trust Account, ~~with~~including ~~respect~~interest to(which ~~any~~interest ~~public~~shall ~~shares~~be ~~they~~net ~~hold~~of iftaxes ~~the~~payable, ~~Company~~and ~~fails~~less up to ~~complete~~$100,000 of interest to pay dissolution expenses) divided by the ~~initial~~number ~~Business~~of ~~Combination~~then ~~within~~issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the ~~prescribed~~right ~~time~~to ~~frame~~receive further liquidation distributions, if any), subject to applicable law, and (iii) as ~~described~~promptly ~~herein~~as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s ~~amended~~obligations ~~and~~under ~~restated~~Cayman ~~memorandum~~Islands law to provide for claims of creditors and ~~articles~~the requirements of ~~association~~other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete the initial Business Combination within Combination Period.

The Sponsor, ~~has~~officers ~~agreed~~and ~~that~~directors it will enter beinto ~~liable~~a toletter agreement with the Company, ifpursuant ~~and~~ to ~~the~~which ~~extent~~they ~~any~~will ~~claims~~agree ~~by a third party~~ (~~other than the Company’s independent auditors~~A) ~~for services rendered or products sold~~ to ~~the~~waive ~~Company,~~their orredemption arights ~~prospective target business~~ with ~~which~~respect ~~the Company~~to ~~has~~their ~~discussed~~shares ~~entering~~in ~~into~~connection awith ~~transaction agreement, reduce~~ the ~~amount~~completion of ~~funds in~~ the ~~Trust~~initial ~~Account~~Business toCombination ~~below~~and (iB) ~~$10.15~~to ~~per~~waive ~~public~~their ~~share or~~rights ~~(ii)~~to ~~such~~liquidating ~~lesser~~distributions from ~~amount per public share held in~~ the Trust Account aswith ofrespect ~~the date of the liquidation of the Trust Account due~~ to ~~reductions in~~their ~~the~~founders ~~value~~and ofprivate ~~the~~shares ~~trust~~if ~~assets, in each case net of~~ the ~~interest~~Company ~~which~~fails ~~may be withdrawn~~ to ~~pay~~complete ~~taxes.~~the ~~This~~initial ~~liability~~Business ~~will not apply~~Combination ~~with~~within ~~respect~~Combination toPeriod ~~any~~(although ~~claims~~they bywill abe ~~third~~entitled ~~party who executed a waiver of any and all rights~~ to ~~seek~~liquidating ~~access~~distributions tofrom the Trust Account ~~and~~with ~~except as~~respect to any ~~claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities~~public ~~under~~shares ~~the~~they ~~Securities~~hold ~~Act.~~if ~~Moreover, in~~ the ~~event~~Company ~~that~~fails ~~an executed waiver is deemed~~ to becomplete ~~unenforceable against a third party,~~ the ~~Sponsor will~~initial ~~not~~Business beCombination ~~responsible~~within to the ~~extent~~prescribed oftime ~~any liability for such third party claims. Because the Company is a blank check company~~frame), ~~rather than~~as andescribed ~~operating company,~~ herein and in the Company’s ~~operations~~amended ~~will~~and berestated ~~limited~~memorandum ~~to searching for prospective target businesses to acquire, the only third parties the Company currently expect to engage would be vendors such as lawyers, investment bankers, computer or information~~ and ~~technical~~articles ~~services~~of ~~providers or prospective target businesses~~association.

~~Liquidity~~The Sponsor has agreed that it will be liable to the Company if and ~~Capital~~to ~~Resources~~the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Because the Company is a blank check company, rather than an operating company, and the Company’s operations will be limited to searching for prospective target businesses to acquire, the only third parties the Company currently expect to engage would be vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective target businesses.

~~As of~~Liquidity ~~June 30, 2022, the Company had $583,845 in cash~~ and ~~working~~Capital ~~capital of $891,492.~~Resources

~~The Company’s~~As ~~liquidity needs up to the closing~~ of ~~the~~September ~~IPO on February 11~~30, 2022, ~~had been satisfied through a payment from~~ the ~~Sponsor of~~Company had $25513,~~000~~081in ~~(see~~cash ~~Note 5) for the Founder Shares to cover certain offering costs~~ and ~~the~~working ~~loan~~capital ~~under an unsecured promissory note from the Sponsor~~ of $~~150~~651,~~000 (see Note 5)~~935. ~~The promissory note was fully repaid as of the closing of the IPO.~~

~~In order~~The ~~to finance transaction costs in connection with a Business Combination, the~~ Company’s ~~Sponsor~~liquidity orneeds anup ~~affiliate of~~ to the ~~Sponsor or~~closing ~~certain~~ of the ~~Company’s~~IPO ~~officers~~on ~~and~~February ~~directors may~~11, ~~but~~2022 ~~are~~had ~~not~~been ~~obligated~~satisfied ~~to,~~through ~~provide~~a ~~the~~payment ~~Company~~from ~~with~~the ~~Working~~Sponsor ~~Capital~~of ~~Loans up to~~ $125,~~500,~~000, ~~as defined later~~ (see Note 5). Tofor ~~date,~~the ~~there~~Founder Shares ~~were~~to nocover ~~amounts~~certain ~~outstanding~~offering ~~under~~costs ~~any~~and ~~Working~~the ~~Capital~~loan ~~Loans.~~under ~~The~~an ~~Company’s management~~unsecured ~~plans~~promissory tonote ~~continue~~from ~~its~~the ~~efforts~~Sponsor toof ~~complete~~$150,000 a(see ~~Business~~Note ~~Combination~~5). ~~within~~The promissory 18note ~~months~~was fully repaid as of the closing of the ~~Initial Public Offering~~IPO.

~~If our~~In ~~estimate~~order ofto ~~the~~finance transaction costs ofin connection ~~identifying~~with a ~~target~~Business ~~business~~Combination, ~~undertaking~~the ~~in-depth~~Company’s ~~due~~Sponsor ~~diligence~~or ~~and~~an ~~negotiating~~affiliate aof ~~business~~the ~~combination are~~Sponsor ~~less~~or ~~than~~certain of the ~~actual~~Company’s ~~amount~~officers and ~~necessary~~directors ~~to do so~~may, webut ~~may~~are ~~have~~not ~~insufficient~~obligated ~~funds available~~ to ~~operate our business prior to our business combination. Moreover~~, inprovide ~~addition to~~ the ~~access~~Company towith ~~the~~ Working Capital Loans, weup ~~may need~~ to ~~obtain~~$1,500,000, ~~other~~as ~~financing~~defined ~~either~~later to(see ~~complete~~Note ~~our~~5). ~~business~~To ~~combination or because we become obligated to redeem a significant number of our public shares upon consummation of our business combination~~date, inthere ~~which~~were ~~case~~no weamounts ~~may~~outstanding ~~issue~~under ~~additional~~any ~~securities~~Working orCapital ~~incur~~Loans. ~~debt~~The inCompany’s ~~connection~~management ~~with~~plans ~~such~~to ~~business~~continue ~~combination.~~its ~~Subject~~efforts to ~~compliance~~complete ~~with~~a ~~applicable~~Business ~~securities~~Combination ~~laws,~~within we18 ~~would~~months ~~only~~of ~~complete such financing simultaneously with~~ the ~~completion~~closing of ~~our business combination. If we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate~~ the ~~Trust~~Initial ~~Account.~~Public ~~In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations~~Offering.

~~We have~~If 18our ~~months~~estimate ~~from~~of the ~~closing~~costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the ~~Initial~~actual ~~Public~~amount ~~Offering~~necessary to do so, we may have insufficient funds available to ~~consummate~~operate aour ~~Business~~business ~~Combination~~prior to our business combination. ItMoreover, isin ~~uncertain~~addition ~~that~~to the access to the Working Capital Loans, we ~~will~~may beneed to obtain other financing either to complete our business combination or because ~~able~~we become obligated to ~~consummate~~redeem a ~~Business~~significant ~~Combination~~number byof ~~this~~our ~~time~~public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If awe ~~Business~~are ~~Combination~~unable isto complete our business combination because we do not ~~consummated~~have bysufficient ~~this~~funds ~~date~~available to us, ~~there~~we will be aforced ~~mandatory liquidation~~to cease operations and ~~subsequent~~liquidate the ~~dissolution~~Trust Account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

~~In connection~~We ~~with~~have ~~the~~18 ~~Company’s~~months ~~assessment~~from ofthe ~~going~~closing ~~concern~~of ~~considerations in accordance with FASB ASC Topic 205-40, “Presentation~~the ofInitial ~~Financial~~Public ~~Statements — Going~~Offering ~~Concern,”~~to ~~management~~consummate ~~has determined that mandatory liquidation, should~~ a Business Combination. ~~not~~It ~~occur,~~is ~~and~~uncertain ~~potential~~that ~~subsequent~~we ~~dissolution~~will ~~raises~~be ~~substantial~~able ~~doubt about the Company’s ability~~ to ~~continue~~consummate as a ~~going~~Business ~~concern~~Combination by ~~for~~this ~~a reasonable period of~~ time~~, which is considered to be one year from the issuance of the financial statements~~. ~~No adjustments~~If ~~have~~a ~~been~~Business ~~made~~Combination tois ~~the~~not ~~carrying~~consummated ~~amounts~~by ofthis ~~assets~~date, orthere ~~liabilities~~will ~~should the Company~~ be ~~unable~~a tomandatory ~~raise~~liquidation ~~additional~~and ~~capital~~subsequent dissolution.

~~Risks~~In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that mandatory liquidation, should a Business Combination not occur, and ~~Uncertainties~~potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to raise additional capital.

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.6

~~NOTE 2.~~NOTES ~~SUMMARY~~TO OFCOUNTER ~~SIGNIFICANT~~PRESS ~~ACCOUNTING~~ACQUISITION ~~POLICIES~~CORPORATION

~~Basis of~~ UNAUDITED ~~Presentation~~CONDENSED FINANCIAL STATEMENTS

~~The accompanying~~ SEPTEMBER unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted30, pursuant to the rules and 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.2022

6Risks and Uncertainties

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

~~UNAUDITED~~The military conflict commenced in February ~~CONDENSED~~2022 ~~FINANCIAL~~by ~~STATEMENTS~~the Russian Federation in Ukraine has created and is expected to create further global economic consequences, including but not limited to the possibility of extreme volatility and disruptions in the financial markets, diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. Such global consequences may materially and adversely affect our ability to consummate an initial Business Combination, or the operations of a target business with which we ultimately consummate an initial Business Combination. In addition, our ability to consummate an initial Business Combination may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all. The impact of this action and related sanctions on the global economy and the specific impact on our financial position, results of operations and/or ability to consummate an initial Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~JUNE~~On August 16, 2022, President Biden signed 30into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on any domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. While not free from doubt, absent any further guidance from Congress, the Excise Tax may apply to any redemptions of its Class A ordinary shares after December 31, 2022, including redemptions in connection with the Business Combination, unless an exemption is available. Issuances of securities in connection with the Business Combination are expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year, but the number of securities redeemed may exceed the number of securities issued. Consequently, the Excise Tax may make a transaction with us less appealing to potential business combination targets. Further, the application of the Excise Tax in the event of a liquidation is uncertain.

~~The accompanying~~NOTE ~~unaudited condensed financial statements should be read in conjunction with the Company’s Current Report on Form 8-K, as filed with the SEC on February 17, 2022~~2. ~~The~~SUMMARY ~~interim~~OF ~~results~~SIGNIFICANT ~~for~~ACCOUNTING ~~the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.~~POLICIES

~~Emerging Growth~~Basis ~~Company~~of Presentation

The accompanying unaudited condensed financial statements ~~Company~~have isbeen anprepared ~~“emerging~~in ~~growth~~accordance ~~company,”~~with asaccounting ~~defined~~principles generally accepted in ~~Section~~the 2United States of America (a“GAAP”) offor interim ~~the~~financial ~~Securities~~information ~~Act,~~and asin ~~modified~~accordance bywith the ~~Jumpstart~~instructions ~~our Business~~to ~~Startups~~Form ~~Act~~10-Q and Article 8 of ~~2012,~~Regulation (S-X of the ~~“JOBS~~SEC. ~~Act”),~~Certain information ~~and~~or itfootnote ~~may~~disclosures ~~take~~normally ~~advantage~~included ofin ~~certain~~financial ~~exemptions~~statements ~~from~~prepared ~~various~~in ~~reporting~~accordance ~~requirements that~~with ~~are~~GAAP ~~applicable~~have tobeen ~~other~~condensed ~~public~~or omitted, ~~companies~~pursuant ~~that~~to ~~are~~the ~~not~~rules ~~emerging~~and ~~growth~~regulations ~~companies~~of ~~including,~~the ~~but~~SEC ~~not~~for ~~limited~~interim tofinancial reporting. Accordingly, they do not ~~being~~include ~~required~~all the information toand ~~comply~~footnotes ~~with~~necessary ~~the~~for ~~auditor~~a ~~attestation~~complete ~~requirements~~presentation of ~~Section~~financial ~~404~~position, results of ~~the~~operations, ~~Sarbanes-Oxley~~or ~~Act,~~cash ~~reduced~~flows. ~~disclosure~~In ~~obligations~~the ~~regarding~~opinion of management, ~~executive~~the ~~compensation~~accompanying inunaudited ~~its~~condensed ~~periodic~~financial ~~reports~~statements ~~and~~include ~~proxy~~all ~~statements~~adjustments, ~~and~~consisting ~~exemptions~~of ~~from~~a ~~the~~normal ~~requirements~~recurring ofnature, ~~holding~~which aare necessary ~~nonbinding~~for ~~advisory vote~~a onfair ~~executive~~presentation ~~compensation~~of ~~and~~the ~~shareholder~~financial ~~approval~~position, ofoperating ~~any~~results ~~golden~~and ~~parachute~~cash ~~payments~~flows ~~not~~for ~~previously~~the ~~approved~~periods presented.

~~Further, Section~~The ~~102(b)(1)~~accompanying ofunaudited ~~the~~condensed ~~JOBS Act exempts emerging growth companies from being required to comply with new or revised~~ financial ~~accounting~~statements ~~standards~~should ~~until~~be ~~private~~read ~~companies~~in ~~(that~~conjunction ~~is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply~~ with the ~~new~~Company’s orCurrent ~~revised~~Report ~~financial~~on ~~accounting standards.~~Form ~~The~~8-K, ~~JOBS~~as ~~Act~~filed ~~provides that a company can elect to opt out of the extended transition period and comply~~ with the ~~requirements that~~SEC ~~apply~~on toFebruary ~~non-~~17, ~~emerging growth companies but any such election to opt out is irrevocable~~2022. The ~~Company has elected not to opt out~~interim ofresults ~~such~~for ~~extended~~the ~~transition~~three ~~period which means that when a standard is issued or revised~~ and itnine ~~has~~months ~~different~~ended ~~application~~September ~~dates for public or private companies~~30, ~~the~~2022 ~~Company,~~are asnot annecessarily ~~emerging~~indicative ~~growth~~of ~~company, can adopt~~ the ~~new~~results orto ~~revised~~be ~~standard~~expected atfor the ~~time private companies~~year ~~adopt~~ending ~~the~~December ~~new~~31, or2022 revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or ~~impossible~~for ~~because~~any offuture ~~the potential differences in accounting standards used~~periods.

~~Use of~~Emerging ~~Estimates~~Growth Company

The Company is an “emerging growth company,” ~~preparation~~as defined in Section 2(a) of ~~condensed~~the ~~financial~~Securities ~~statements~~Act, inas ~~conformity~~modified ~~with~~by ~~U.S.~~the ~~GAAP~~Jumpstart ~~requires~~our ~~management~~Business toStartups ~~make~~Act ~~estimates~~of 2012, (the “JOBS Act”), and ~~assumptions~~it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that ~~affect~~are ~~the~~not ~~reported~~emerging ~~amounts~~growth ofcompanies ~~assets~~including, ~~and~~but ~~liabilities~~not ~~and~~limited ~~disclosure~~to, ofnot ~~contingent~~being ~~assets~~required ~~and~~to ~~liabilities~~comply atwith the ~~date~~auditor attestation requirements of Section 404 of the ~~financial~~Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and ~~the~~exemptions ~~reported~~from ~~amounts~~the requirements of ~~expenses~~holding ~~during~~a ~~the~~nonbinding ~~reporting~~advisory ~~period.~~vote ~~Actual~~on ~~results~~executive ~~could~~compensation ~~differ~~and ~~from~~shareholder approval ~~those~~of ~~estimates~~any golden parachute payments not previously approved.

~~Cash~~Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and ~~Cash~~comply ~~Equivalents~~with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The Company~~Use ~~considers all short-term investments with an original maturity~~ of ~~three months or less when purchased to be cash equivalents.~~Estimates

~~Investment Held~~The preparation of condensed financial statements in ~~Trust~~conformity ~~Account~~with U.S. 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.

~~As of~~Cash ~~June~~and ~~30,~~Cash ~~2022, the Company had $87,674,587 in investment held in the Trust Account.~~Equivalents

~~Concentration~~The Company considers all short-term investments with an original maturity of ~~Credit~~three ~~Risk~~months or less when purchased to be cash equivalents.

~~Financial instruments~~Investment ~~that~~Held ~~potentially subject the Company to concentrations of credit risk consist of a cash account~~ in aTrust financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At June 30, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.Account

~~Offering~~As of September 30, 2022, the Company had $88,070,429 ~~Costs~~in ~~Associated~~investment ~~with~~held ~~IPO~~in the Trust Account.

~~Offering costs~~Concentration ~~consist~~ of ~~underwriting,~~Credit legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. As of June 30, 2022, offering costs amounted to $4,949,909 consisting of $1,725,000 of underwriting fees, $3,018,750 of deferred underwriting fees, and $206,159 of other offering costs. The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company allocates offering costs between public shares and public warrants based on the estimated fair values of public shares and public warrants at the date of issuance.Risk

~~Class~~Financial instruments that potentially subject the ACompany ~~Ordinary~~to ~~Shares~~concentrations ~~Subject~~of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At September 30, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to ~~Possible~~significant ~~Redemption~~risks on such account.

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.7

7NOTES TO COUNTER PRESS ACQUISITION CORPORATION

~~NOTES TO~~ UNAUDITED ~~COUNTER~~CONDENSED ~~PRESS~~FINANCIAL ~~ACQUISITION CORPORATION~~STATEMENTS

~~UNAUDITED CONDENSED~~SEPTEMBER ~~FINANCIAL~~30, ~~STATEMENTS~~2022

~~JUNE 30,~~Offering ~~2022~~Costs Associated with IPO

AsOffering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. As of ~~June~~September 30, 2022, offering costs amounted to $4,949,909 consisting of $1,725,000 of underwriting fees, $3,018,750 of deferred underwriting fees, and $206,159 of other offering costs. The Company complies with the ~~Class~~requirements Aof ~~ordinary~~ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company allocates offering costs between public shares ~~reflected~~and inpublic warrants based on the estimated ~~balance~~fair ~~sheet~~values isof ~~reconciled~~public inshares and public warrants at the ~~following~~date ~~table:~~of issuance.

Schedule of reconcilaton of balance sheet
Gross Proceeds	$	86,250,000
Less:
Proceeds allocated to public warrants		(2,027,672	)
Issuance costs related to Class A ordinary shares		(4,833,540	)
Plus:
Accretion of carrying value to redemption value		8,154,962
Contingently redeemable Class A ordinary shares	$	87,543,750

Class A Ordinary Shares Subject to Possible Redemption

~~Fair~~The Company accounts for its ordinary shares subject ~~Value~~to ~~Measurements~~possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s balance sheets.

~~The fair~~As ~~value~~ of ~~the~~September ~~Company’s~~30, ~~assets and liabilities~~2022, ~~excluding~~ the ~~warrant~~Class ~~liability,~~A ~~which~~ordinary ~~qualify as financial instruments under~~shares ~~FASB~~reflected ~~ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented~~ in the ~~accompanying~~ balance ~~sheets,~~sheet ~~primarily~~is ~~due~~reconciled toin ~~their~~the ~~short-term~~following ~~nature.~~table:

Derivative Financial Instruments


Gross Proceeds	$	86,250,000
Less:
Proceeds allocated to public warrants		(2,027,672	)
Issuance costs related to Class A ordinary shares		(4,833,540	)
Plus:
Accretion of carrying value to redemption value		8,154,962
Contingently redeemable Class A ordinary shares	$	87,543,750

~~The Company~~Fair ~~evaluates~~Value its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheets with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.Measurements

~~Warrants~~The fair value of the Company’s assets and liabilities, excluding the warrant liability, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

~~The Company~~Derivative ~~accounts~~Financial for warrants in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”. Under ASC 815-40 warrants that meet the criteria for equity treatment are recorded in shareholders’ equity. The warrants are subject to re-evaluation of the proper classification and accounting treatment at each reporting period. If the warrants no longer meet the criteria for equity treatment, they will be recorded as a liability and remeasured each period with changes recorded in the statement of operations.Instruments

~~Income~~The Company evaluates its financial instruments to ~~Taxes~~determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheets with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.Warrants

~~ASC Topic~~The ~~740~~Company ~~prescribes~~accounts ~~a recognition threshold and a measurement attribute~~ for ~~the~~warrants ~~financial~~in ~~statement~~accordance ~~recognition and measurement of tax~~with ~~positions~~the ~~taken~~guidance orcontained ~~expected~~in toFASB beASC ~~taken~~815, in“Derivatives aand ~~tax return~~Hedging”. ~~For~~Under ~~those~~ASC ~~benefits~~815-40 towarrants bethat ~~recognized,~~meet athe ~~tax~~criteria ~~position~~for ~~must be more likely than~~equity ~~not~~treatment toare berecorded ~~sustained~~in ~~upon~~shareholders’ ~~examination by taxing authorities~~equity. The ~~Company’s~~warrants ~~management~~are ~~determined~~subject ~~that~~to ~~the~~re-evaluation ~~Cayman~~of ~~Islands is~~ the ~~Company’s~~ ~~major~~proper ~~tax~~classification ~~jurisdiction. The Company recognizes accrued interest~~ and ~~penalties~~accounting treatment ~~related~~at toeach ~~unrecognized~~reporting ~~tax~~period. ~~benefits~~If ~~as income~~the ~~tax~~warrants ~~expense.~~no Aslonger ofmeet ~~June~~the ~~30,~~criteria ~~2022~~for ~~and~~equity ~~December 31~~treatment, ~~2021,~~they ~~there~~will ~~were~~be norecorded ~~unrecognized~~as ~~tax~~a ~~benefits and no amounts accrued for interest~~liability and ~~penalties.~~remeasured ~~The~~each ~~Company~~period iswith ~~currently~~changes ~~not~~recorded ~~aware of any issues under review that could result~~ in ~~significant payments, accruals or material deviation from its position. The Company’s management does not expect that~~ the ~~total~~statement ~~amount~~ of ~~unrecognized tax benefits will materially change over the next twelve months~~operations.

~~The Company~~Income is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.Taxes

~~Net~~The Company follows the asset and liability method ~~Loss~~of ~~per~~accounting ~~Ordinary~~for ~~Share~~income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~The Company~~ASC ~~complies~~Topic ~~with~~740 ~~accounting~~prescribes a recognition threshold and a ~~disclosure~~measurement ~~requirements~~attribute for the financial statement recognition and measurement of ~~FASB~~tax ~~ASC~~positions ~~Topic~~taken ~~260,~~or ~~“Earnings~~expected ~~Per~~to ~~Share”.~~be ~~Net~~taken ~~income~~in ~~(loss)~~a tax ~~per~~return. ~~ordinary~~For ~~shares~~those isbenefits ~~computed~~to bybe ~~dividing~~recognized, ~~net~~a ~~income~~tax ~~(loss)~~position bymust ~~the~~be ~~weighted~~more ~~average~~likely ~~number~~than ofnot ~~ordinary~~to ~~shares~~be ~~outstanding~~sustained ~~for~~upon ~~the~~examination ~~period~~by taxing authorities. The Company’s ~~applies~~management determined that the ~~two-class~~Cayman ~~method~~Islands inis ~~calculating~~the ~~earnings~~Company’s ~~per~~major ~~share~~tax jurisdiction. ~~Accretion~~The ~~associated~~Company ~~with~~recognizes accrued ~~the~~interest ~~redeemable~~and ~~shares~~penalties related to unrecognized tax benefits as income tax expense. As of ~~Class~~September 30, 2022 and December 31, 2021, Athere ~~ordinary~~were ~~shares~~no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is ~~excluded~~currently not aware of any issues under review that could result in significant payments, accruals or material deviation from ~~earnings~~its ~~per~~position. ~~share~~The asCompany’s management does not expect that the ~~redemption~~total ~~value~~amount ~~approximates~~of ~~fair~~unrecognized ~~value~~tax benefits will materially change over the next twelve months.

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 4,548,438 Class A ordinary shares in the aggregate. As of June 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary shares is the same as basic net loss per ordinary shares for the periods presented.8

8NOTES TO COUNTER PRESS ACQUISITION CORPORATION

~~NOTES TO~~ UNAUDITED ~~COUNTER~~CONDENSED ~~PRESS~~FINANCIAL ~~ACQUISITION CORPORATION~~STATEMENTS

~~UNAUDITED CONDENSED~~SEPTEMBER ~~FINANCIAL~~30, ~~STATEMENTS~~2022

~~JUNE~~The Company is considered to be an exempted Cayman 30Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, ~~2022~~the Company’s tax provision was zero for the period presented.

~~The following~~Net ~~table~~Income ~~reflects the calculation of basic and diluted net income~~ (~~loss~~Loss) per ~~ordinary~~Ordinary ~~share (in dollars, except per share amounts):~~Share

Schedule of earnings per share, basic and diluted
	Three Months Ended June 30,			Six Months Ended June 30,			For the Period from May 29, 2021 (Inception) Through June 30,
	2022			2022			2021
Net loss	$	(61,283	)	$	(490,045	)	$	(6,677	)
Accretion of temporary equity to redemption value		—			(8,154,962	)		—
Net loss including accretion of temporary equity to redemption value	$	(61,283	)	$	(8,645,007	)	$	(6,677	)

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary shares is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

	Three Months Ended June 30,						Six Months Ended June 30,						For the Period from May 29, 2021 (Inception) Through June 30,
	2022						2022						2021
	Class A			Class B			Class A			Class B			Class A		Class B
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income including accretion of temporary equity	$	(46,809	)	$	(14,474	)	$	(6,243,043	)	$	(2,401,964	)	$	—	$	(6,917	)
Accretion of temporary equity to redemption value		—			—			8,154,962			—			—		—
Allocation of net (loss) income	$	(46,809	)	$	(14,474	)	$	1,911,919		$	(2,401,964	)	$	—	$	(6,917	)
Denominator:
Weighted-average shares outstanding		8,625,000			2,666,875			6,623,619			2,548,387			—		1,875,000
Basic and diluted net (loss) income per share	$	(0.01	)	$	(0.01	)	$	0.29		$	(0.94	)	$	—	$	(0.00	)

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 4,548,438 Class A ordinary shares in the aggregate. As of September 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary shares is the same as basic net loss per ordinary shares for the periods presented.

~~Recently~~The following table reflects the calculation of basic ~~Adopted~~and ~~Accounting~~diluted ~~Standards~~net income (loss) per ordinary share (in dollars, except per share amounts):

In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on May 19, 2021 (inception). Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.


	Three Months Ended September 30,		Three Months Ended September 30,		Nine Months Ended September 30,			For the Period from May 19, 2021 (Inception) Through September 30,
	2022		2021		2022			2021
Net income (loss)	$	156,285	$	—	$	(333,760	)	$	(6,677	)
Accretion of temporary equity to redemption value		—		—		(8,154,962	)		—
Net income (loss) including accretion of temporary equity to redemption value	$	156,285	$	—	$	(8,488,722	)	$	(6,677	)

Recent Accounting Pronouncements


	Three Months Ended September 30, 2022				Three Months Ended September 30, 2021				Nine Months Ended September 30, 2022						For the Period from May 19, 2021 (Inception) through September 30, 2021
	Class A		Class B		Class A		Class B		Class A			Class B			Class A		Class B
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net (loss) income including accretion of temporary equity	$	119,374	$	36,911	$	—		—	$	(6,266,324	)	$	(2,222,398	)	$	—	$	(6,677	)
Accretion of temporary equity to redemption value		—		—		—		—		8,154,962			—			—		—
Allocation of net (loss) income	$	119,374	$	36,911	$	—		—	$	1,888,638		$	(2,222,398	)	$	—	$	(6,677	)

Denominator:
Weighted-average shares outstanding		8,625,000		2,666,875		—		—		7,298,077			2,588,317			—		1,875,000
Basic and diluted net (loss) income per share	$	0.01	$	0.01	$	—		—	$	0.26		$	(0.86	)	$	—	$	(0.00	)

~~Management does~~Recently ~~not~~Adopted ~~believe~~Accounting ~~that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.~~Standards

~~NOTE~~In August 2020, the FASB issued ASU 2020-06, Debt-Debt 3with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ~~PUBLIC~~The ~~OFFERING~~ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on May 19, 2021 (inception). Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

On February 11, 2022, the Company consummated its IPO of 8,625,000 Units (including the full exercise of the underwriter’s overallotment option of 1,125,000 units), at a price of $10.00 per Unit, generating gross proceeds to the Company of $86,250,000. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the “Public Warrants”). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. Each warrant will become exercisable 30 days after the completion of an initial business combination and will expire on the fifth anniversary of the Company’s completion of an Initial Business Combination or earlier upon redemption or liquidation.9

~~NOTE 4.~~NOTES ~~PRIVATE~~TO ~~PLACEMENT~~COUNTER PRESS ACQUISITION CORPORATION

~~Simultaneously with~~UNAUDITED ~~the~~CONDENSED ~~consummation~~FINANCIAL of the IPO and the issuance and sale of the Units, the Company consummated in the aggregate 471,875 units (the “Private Units”) at a price of $10.00 per unit, each comprised of one Class A ordinary share and one-half of a warrant (“Private Warrant”). These private units will be sold at a price of $10.00 per unit for gross proceeds of $4,718,750. The Sponsor purchased 436,416 of the private units and BTIG and EBC collectively purchased 35,459 of the private units. Each private unit is comprised of one private share and one-half of a warrant. A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.STATEMENTS

9 SEPTEMBER 30, 2022

~~NOTES TO~~Recent ~~COUNTER~~Accounting ~~PRESS ACQUISITION CORPORATION~~Pronouncements

~~UNAUDITED~~Management does not believe that any recently issued, but not effective, ~~CONDENSED~~accounting ~~FINANCIAL~~standards, ~~STATEMENTS~~if currently adopted, would have a material effect on the Company’s financial statements.

~~JUNE 30,~~NOTE ~~2022~~3. PUBLIC OFFERING

~~Each~~On February 11, 2022, the Company consummated its ~~private~~IPO ~~unit~~of is8,625,000 ~~comprised~~Units (including the full exercise of the underwriter’s overallotment option of 1,125,000 units), at a price of $10.00 per Unit, generating gross proceeds to the Company of $86,250,000. Each Unit consists of one ~~private~~Class A ordinary share and one-half of aone redeemable warrant (the “Public Warrants”). Each whole ~~private~~ warrant isentitles ~~exercisable~~the holder to purchase one Class A ordinary share at a price of $11.50 per share. Each warrant will become exercisable 30 days after the completion of an initial business combination and will expire on the fifth anniversary of the Company’s completion of an Initial Business Combination or earlier upon redemption or liquidation.

NOTE 5 4. ~~RELATED~~PRIVATE ~~PARTY TRANSACTIONS~~PLACEMENT

~~Founder~~Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated in the aggregate 471,875 units (the “Private Units”) at a price of $10.00 per unit, each comprised of one Class A ordinary share and one-half of a warrant (“Private Warrant”). These private units will be sold at a price of $10.00 per unit for gross proceeds of $4,718,750. The Sponsor purchased 436,416 of the private units and BTIG and EBC collectively purchased 35,459 of the private units. Each private unit is comprised of one private share and one-half of a warrant. A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

~~On June~~Each ~~23,~~private ~~2021,~~unit ~~the~~is ~~Sponsor~~comprised ~~paid~~of ~~$25,000,~~one orprivate ~~approximately $0.012 per~~ share~~, to cover certain offering costs in consideration for 2,156,250~~ ~~Class~~and Bone-half ~~ordinary~~of ~~shares,~~a ~~par value $0~~warrant.~~0001~~ ~~(the~~Each ~~“Founder~~whole ~~Shares”).~~private Upwarrant ~~to 281,250 shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option~~ is ~~exercised.~~exercisable ~~The underwriter founder shares are not subject~~ to ~~forfeiture~~purchase ifone ~~the~~ordinary ~~underwriters’~~share ~~over-allotment~~at ~~option is not exercised~~$11.50.

~~Subject to~~NOTE ~~customary,~~5. ~~minor~~RELATED ~~exceptions,~~PARTY the Company’s Sponsor, as well as its officers and directors, will agree not to transfer, assign or sell any of their founders shares, and to maintain their founders shares in escrow, until six months after the date of the consummation of our initial business combination (all founder shares will also be released from escrow and lock-up, if sooner than the above, on the date on which we consummate a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property).TRANSACTIONS

~~Subject to~~Founder customary, minor exceptions, the holders of the underwriter founder shares will agree not to transfer, assign or sell any such shares without our prior written consent until the completion of our initial business combination.Shares

~~Subject~~On June 23, 2021, the Sponsor paid $25,000, or approximately $0.012 per share, to ~~customary~~cover certain offering costs in consideration for 2,156,250 ~~minor~~Class ~~exceptions~~B ordinary shares, ~~all~~par ofvalue $0.0001 (the ~~holders~~“Founder Shares”). ofUp ~~private~~to 281,250 shares ~~will~~are ~~agree~~subject ~~not~~ to ~~transfer,~~forfeiture ~~assign~~by orthe ~~sell~~Sponsor ~~any~~depending ofon ~~their~~the ~~private~~extent to which the underwriters’ over-allotment option is exercised. The underwriter founder shares ~~until~~are ~~the~~not ~~completion~~subject ofto ~~our~~forfeiture ~~initial~~if ~~business~~the ~~combination~~underwriters’ over-allotment option is not exercised.

~~Due~~Subject to customary, minor exceptions, the Company’s Sponsor, as well as its officers and directors, will agree not to ~~related~~transfer, ~~party~~assign or sell any of their founders shares, and to maintain their founders shares in escrow, until six months after the date of the consummation of our initial business combination (all founder shares will also be released from escrow and lock-up, if sooner than the above, on the date on which we consummate a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property).

~~As of~~Subject ~~June~~to 30customary, ~~2022~~minor exceptions, the ~~Company had $21,775~~ holders of ~~due~~the tounderwriter ~~related~~founder ~~party,~~shares ~~which~~will ~~consisted~~agree ofnot ~~$47,500 payable~~ to ~~the~~transfer, ~~Sponsor~~assign ~~for~~or ~~administrative services~~sell ~~offset~~any bysuch ~~$25,725~~shares ofwithout ~~fees~~our ~~paid~~prior onwritten ~~behalf~~consent ofuntil the completion ~~Sponsor. As~~ of ~~December~~our ~~31,~~initial ~~2021,~~business ~~the Company had no amounts due to related party~~combination.

~~Promissory~~Subject to customary, minor exceptions, all of the ~~Note-Related~~holders ~~Party~~of private shares will agree not to transfer, assign or sell any of their private shares until the completion of our initial business combination.

~~In June~~Due ~~2021, the Sponsor agreed~~ to ~~loan~~related the Company up to $150,000 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 February 28, 2022, or the closing of the IPO. The loan was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. As of June 30, 2022 and December 31, 2021, $0 and $52,879 were outstanding under the promissory note, respectively.party

~~Working~~As of September 30, 2022, the Company had $51,775 ~~Capital~~of ~~Loans~~due to related party, which consisted of $77,500 payable to the Sponsor for administrative services offset by $25,725 of fees paid on behalf of the Sponsor. As of December 31, 2021, the Company had no amounts due to related party.

~~In order~~Promissory to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close. The Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units of the postNote-~~Business~~Related Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of June 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.Party

~~Office~~In June 2021, the Sponsor agreed to loan the Company ~~Space~~up to $150,000 ~~Secretarial~~to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and ~~Administrative~~were ~~Services~~due at the earlier of February 28, 2022, or the closing of the IPO. The loan was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. As of September 30, 2022 and December 31, 2021, $0 and $52,879 were outstanding under the promissory note, respectively.

~~Commencing on the Effective Date, the Company will enter into an administrative services agreement pursuant to which it will pay the Sponsor up to $~~10,000 per month for office space, administrative and support services, for up to the 15-month period, which includes the automatic three-month extension period. Upon completion of the Business Combination or the Company’s liquidation, it will cease paying these monthly fees. For the three and six months ended June 30, 2022, the Company incurred $30,000 and $47,500 in fees for these services, of which such amount offset due from related party. For the period from May 29, 2021 (inception) through June 30, 2021, the Company did not incur any fees for these services.

10NOTES TO COUNTER PRESS ACQUISITION CORPORATION

~~NOTES TO~~UNAUDITED ~~COUNTER~~CONDENSED ~~PRESS~~FINANCIAL ~~ACQUISITION CORPORATION~~STATEMENTS

~~UNAUDITED CONDENSED~~ SEPTEMBER ~~FINANCIAL~~30, ~~STATEMENTS~~2022

~~JUNE 30,~~Working ~~2022~~Capital Loans

~~NOTE~~In order to finance transaction costs in connection 6with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). ~~COMMITMENTS~~If &the ~~CONTINGENCIES~~Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close. The Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.

~~Registration~~Office Space, Secretarial and Administrative ~~Rights~~Services

~~The holders~~Commencing ofon the ~~founders~~Effective ~~shares~~Date, ~~private~~the ~~units~~Company ~~(including private warrants), Underwriter Founder Shares and warrants that may be issued~~will onenter ~~conversion~~into ofan ~~Working~~administrative ~~Capital~~services ~~Loans~~agreement ~~(and~~pursuant ~~any~~to ~~ordinary~~which ~~shares~~it ~~issuable~~will ~~upon~~pay the ~~exercise~~Sponsor ofup ~~the~~to ~~private~~$10,000 ~~warrants~~per ormonth ~~warrants~~for ~~issued upon~~office ~~conversion~~space, ~~of the Working Capital Loans~~ administrative and ~~upon~~support ~~conversion~~services, offor ~~the~~up ~~founders shares) will be entitled~~ to ~~registration~~the ~~rights~~15-month ~~pursuant to~~period, awhich ~~registration~~includes ~~rights~~the ~~agreement~~automatic tothree-month beextension ~~signed~~period. ~~prior~~Upon tocompletion ~~or on the effective date~~ of the Business ~~IPO~~Combination ~~requiring~~or the Company’s toliquidation, ~~register~~it ~~such~~will ~~securities for~~cease ~~resale.~~paying ~~The holders of~~ these ~~securities~~monthly ~~will~~fees. beFor ~~entitled~~the tothree ~~make~~and upnine tomonths ~~two~~ended September ~~demands~~30, ~~excluding short form registration demands~~2022, ~~that~~ the Company ~~register~~incurred ~~such~~$30,000 ~~securities.~~and ~~In addition~~$77,500 ~~the~~in ~~holders~~fees ~~have~~for ~~certain~~these ~~“piggyback”~~services, ~~registration~~of ~~rights~~which ~~with~~such ~~respect to~~amount ~~registration~~offset ~~statements~~due ~~filed~~from ~~subsequent~~related party. toFor ~~its~~the ~~completion~~three ofmonths ~~the~~ended ~~initial~~September ~~Business~~30, ~~Combination~~2021 and ~~rights~~for ~~to require~~ the ~~Company~~period ~~to register~~from ~~for~~May ~~resale~~19, ~~such~~2021 ~~securities~~(inception) ~~pursuant~~through toSeptember ~~Rule~~30, ~~415 under the Securities Act. However~~2021, the ~~registration rights agreement provides~~ ~~that the~~ Company ~~will~~did not ~~permit~~incur any ~~registration~~fees ~~statement~~for ~~filed~~these ~~under the Securities Act to become effective until termination of the applicable lock-up period~~services. ~~The Company will bear the expenses incurred in connection with the filing of any such registration statements.~~

~~Underwriters Agreement~~NOTE 6. COMMITMENTS & CONTINGENCIES

~~The Company~~Registration granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 1,125,000 units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On February 11, 2021, the underwriters fully exercised their over-allotment option to purchase an additional 1,125,000 Units.Rights

The holders of the founders shares, private units ~~underwriters~~(including ~~were~~private ~~entitled~~warrants), toUnderwriter aFounder ~~cash~~Shares ~~underwriting~~and ~~discount~~warrants that may be issued on conversion of ~~two~~Working ~~percent~~Capital Loans (~~2%)~~and any ordinary shares issuable upon the exercise of the ~~gross~~private ~~proceeds~~warrants or warrants issued upon conversion of the ~~IPO,~~Working orCapital ~~$1,725,000.~~Loans ~~Additionally,~~and upon conversion of the ~~underwriters~~founders shares) will be entitled to registration rights pursuant to a ~~deferred~~registration ~~underwriting~~rights ~~discount~~agreement ofto ~~3.5%~~be ofsigned prior to or on the ~~gross~~effective ~~proceeds~~date of the IPO ~~upon~~requiring the ~~completion~~Company to register such securities for resale. The holders of these securities will be entitled to make up to two demands, excluding short form registration demands, that the Company’s register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to its completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~NOTE 7.~~Underwriters ~~SHAREHOLDERS’ DEFICIT~~Agreement

~~Underwriter~~The Company granted the underwriters a 45-day option ~~Founder~~from ~~Shares~~the date of the IPO to purchase up to an additional 1,125,000 units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On February 11, 2021, the underwriters fully exercised their over-allotment option to purchase an additional 1,125,000 Units.

~~In January,~~The ~~prior~~underwriters towere ~~the~~entitled ~~consummation~~to ofa ~~the~~cash ~~IPO,~~underwriting discount ~~the~~of ~~Company~~two ~~issued~~percent to(2%) ~~BTIG~~of ~~and~~the ~~EBC~~gross ~~and~~proceeds ~~its~~of ~~designees~~the anIPO, ~~aggregate~~or of$1,725,000. 38Additionally,~~750~~ ~~Class A ordinary shares (~~the ~~“Underwriter~~underwriters ~~Founder~~will ~~Shares”)~~be ~~for~~entitled ~~generating~~to ~~gross~~a ~~proceeds~~deferred underwriting discount of ~~$450~~3.5% ~~The~~of ~~Company accounted for~~ the ~~Underwriter Founder~~gross ~~Shares~~proceeds ~~as an expense~~ of the IPO, ~~resulting~~upon inthe acompletion ~~charge~~of ~~directly~~the toCompany’s ~~Shareholders~~initial ~~Equity~~Business Combination.

~~In addition,~~NOTE ~~the~~7. ~~holders~~SHAREHOLDERS’ of the Underwriter Founder Shares will agree (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business combination within the completion window.DEFICIT

~~The~~ Underwriter Founder Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the public offering pursuant to Rule 5110I(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the public offering, except to any underwriter and selected dealer participating in the offering and their officers or partners, registered persons or affiliates provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period.

~~Preference shares-The~~In ~~Company~~January, isprior ~~authorized~~ to ~~issue~~the ~~1,000,000~~consummation ~~preference~~of ~~shares~~the ~~with~~IPO, the aCompany ~~par~~issued ~~value~~to ofBTIG ~~$0.0001~~and EBC and ~~with~~its ~~such~~designees ~~designations,~~an ~~voting and~~aggregate ~~other~~of ~~rights~~38,750 ~~and~~Class ~~preferences~~A asordinary ~~may~~shares be(the ~~determined~~“Underwriter ~~from~~Founder ~~time~~Shares”) for togenerating ~~time~~gross byproceeds ~~the~~of $450. The Company’s ~~board~~accounted offor ~~directors.~~the AsUnderwriter ofFounder ~~June~~Shares ~~30,~~as ~~2022 and~~an ~~December~~expense ~~31,~~of ~~2021~~the IPO, ~~there~~resulting ~~were~~in a nocharge ~~preference~~directly ~~shares~~to ~~issued~~Shareholders’ ~~or outstanding~~Equity.

~~Class A~~In ~~ordinary~~addition, ~~shares-The~~the ~~Company~~holders isof ~~authorized~~the toUnderwriter ~~issue~~Founder Shares ~~200,000,000~~will ~~Class~~agree A(i) ~~ordinary~~to ~~shares~~waive ~~with~~their aconversion ~~par~~rights ~~value~~(or ofright ~~$0.0001~~to ~~per~~participate ~~share.~~in ~~As of~~any ~~June~~tender ~~30,~~offer) ~~2022,~~with ~~there~~respect ~~were~~to ~~510,625~~such shares ~~issued~~in ~~and~~connection with ~~outstanding~~the completion of our initial business combination and (~~excluding~~ii) ~~8,625,000~~to ~~shares~~waive ~~subject~~their rights to ~~possible~~liquidating ~~redemption).~~distributions Asfrom ofthe trust account ~~December~~with ~~31,~~respect ~~2021,~~to ~~there~~such ~~were~~shares noif ~~Class~~we Afail ~~ordinary~~to ~~shares~~complete ~~issued~~our ~~and~~initial ~~outstanding~~business combination within the completion window.

~~Class~~The Underwriter Founder Shares have been deemed compensation Bby ~~ordinary~~FINRA ~~shares~~and are therefore subject to a lock-~~The~~up ~~Company~~for isa ~~authorized~~period of 180 days immediately following the commencement of sales of the public offering pursuant to ~~issue~~Rule 205110I(1) of the FINRA Manual. Pursuant to FINRA Rule 5110I(1),~~000~~ these securities will not be sold during the offering,~~000~~ ~~Class~~or Bsold, ~~ordinary~~transferred, ~~shares~~assigned, ~~with~~pledged, aor ~~par~~hypothecated, ~~value~~or be the subject of ~~$0.0001~~any ~~per~~hedging, ~~share.~~short ~~Holders~~sale, derivative, put or call ~~are~~transaction ~~entitled~~that towould ~~one~~result ~~vote~~in the economic disposition of the securities by any person for ~~each~~a ~~Class~~period Bof ~~ordinary~~180 ~~share.~~days Asimmediately following the commencement of ~~June~~sales 30of the public offering, ~~2022~~except to any underwriter and ~~December~~selected ~~31,~~dealer ~~2021,~~participating ~~there~~in ~~were~~the 2offering and their officers or partners,~~156,250~~ ~~Class~~registered Bpersons ~~ordinary~~or affiliates provided that all securities so transferred remain subject to the lockup restriction ~~shares~~above ~~issued~~for ~~and~~the ~~outstanding~~remainder of the time period.

~~Holders of~~Preference ~~Class A ordinary~~ shares-The ~~and~~Company ~~holders~~is ofauthorized to ~~Class~~issue B1,000,000 ~~ordinary~~preference shares ~~will~~with ~~vote together as~~ a ~~single~~par ~~class~~value ~~on all matters submitted to a vote~~ of ~~the Company’s shareholders except as required by law~~$0.0001 ~~Unless~~and ~~specified~~with insuch ~~the Companies Act~~designations, ~~the~~voting ~~Company’s amended~~ and ~~restated~~other ~~memorandum~~rights and ~~articles~~preferences ~~of association or applicable stock exchange rules, the affirmative vote of a majority of the Company’s~~as ~~ordinary~~may ~~shares~~be ~~that~~determined ~~are~~from ~~voted~~time ~~is required~~ to ~~approve~~time ~~any matter voted on~~ by ~~its shareholders. Approval of certain actions will require a special resolution under Cayman Islands law and pursuant to~~ the Company’s ~~amended~~board ~~and restated memorandum and articles~~ of ~~association; such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company~~directors. ~~Directors~~As ~~are appointed for a term~~ of ~~two~~September ~~years.~~30, ~~There~~2022 isand noDecember ~~cumulative~~31, ~~voting with respect to the appointment of directors~~2021, ~~with~~there ~~the result that the holders of more than 50% of the Founder Shares purchased prior to the IPO that~~were ~~are~~no ~~voted~~preference ~~for~~shares ~~the~~issued ~~appointment~~or ~~of directors can appoint all of the directors prior to the initial Business Combination~~outstanding. ~~The Company’s shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.~~

The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of the initial Business Combination on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of the initial Business Combination, the ratio at which founders shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of its ordinary shares issued and outstanding upon the completion of the IPO plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of redemptions), (excluding the underwriter founder shares and the private shares).11

11NOTES TO COUNTER PRESS ACQUISITION CORPORATION

~~NOTES TO~~ UNAUDITED ~~COUNTER~~CONDENSED ~~PRESS~~FINANCIAL ~~ACQUISITION CORPORATION~~STATEMENTS

~~UNAUDITED CONDENSED~~SEPTEMBER ~~FINANCIAL~~30, ~~STATEMENTS~~2022

~~JUNE~~Class A ordinary shares-The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2022, there were 510,625 shares issued and outstanding (excluding 8,625,000 shares subject to possible redemption). As of December 31, 2021, there were no Class A ordinary shares issued and outstanding.

~~Public Warrants~~Class —B Asordinary ofshares-The ~~June~~Company ~~30,~~is ~~2022,~~authorized to ~~there~~issue ~~were 4~~20,~~312~~000,~~500~~000 ~~Public Warrants outstanding. As of December 31, 2021, there were no Public Warrants outstanding. Each whole warrant entitles the holder to purchase one~~ Class AB ordinary ~~share~~shares atwith a ~~price~~par value of $110.500001 per share~~, subject to adjustment~~. ~~The~~Holders ~~warrants~~are ~~will~~entitled ~~become~~to ~~exercisable~~one 30vote ~~days~~for ~~following~~each ~~the~~Class ~~completion~~B ~~of the Business Combination~~ordinary share. ~~The~~As ~~warrants~~of ~~will~~September ~~expire at 5:00 p.m.~~30, ~~New~~2022 ~~York~~and ~~City~~December ~~time~~31, ~~five~~2021, ~~years~~there ~~after~~were ~~the~~2,156,250 ~~completion~~Class ofB ~~the~~ordinary ~~Business~~shares ~~Combination,~~issued orand ~~earlier upon redemption~~outstanding.

~~In addition,~~Holders ifof ~~(x) the Company issue additional~~ Class A ordinary shares orand ~~equity-linked~~holders ~~securities~~of Class ~~for~~B ~~capital~~ordinary ~~raising~~shares ~~purposes~~will invote ~~connection with~~together ~~the~~as ~~closing~~a ofsingle ~~the~~class ~~initial~~on ~~Business~~all ~~Combination~~matters atsubmitted anto ~~issue~~a ~~price~~vote ~~or effective issue price~~ of ~~less~~the ~~than~~Company’s ~~$9.20~~shareholders ~~per Class A ordinary~~except ~~share~~as ~~(with~~required ~~such~~by ~~issue~~law. ~~price~~Unless orspecified ~~effective issue price to be determined~~ in ~~good~~the ~~faith~~Companies byAct, ~~its~~the ~~board~~Company’s ofamended ~~directors,~~ and inrestated ~~the~~memorandum ~~case~~and articles of ~~any~~association ~~such~~or ~~issuance~~applicable tostock ~~the~~exchange ~~Sponsor~~rules, ~~initial~~the ~~shareholders~~affirmative orvote ~~their~~of ~~affiliates,~~a ~~without~~majority ~~taking~~of ~~into~~the ~~account~~Company’s ~~any~~ordinary ~~founders~~ shares ~~held~~that byare ~~them prior~~voted is required to ~~such~~approve ~~issuance)~~any ~~(which~~matter ~~the~~voted ~~Company~~on ~~refer~~by toits asshareholders. ~~the~~Approval ~~“Newly~~of ~~Issued~~certain ~~Price”),~~actions ~~(y)~~will ~~the~~require ~~aggregate~~a ~~gross~~special ~~proceeds~~resolution ~~from~~under ~~such~~Cayman Islands ~~issuances~~law ~~represent~~and ~~more~~pursuant ~~than~~to ~~60% of~~ the ~~total~~Company’s ~~equity~~amended ~~proceeds,~~ and ~~interest~~restated ~~thereon,~~memorandum ~~available~~and ~~for~~articles ~~the funding~~ of ~~the~~association; ~~initial~~such ~~Business Combination~~actions oninclude ~~the~~amending ~~date of~~ the Company’s ~~consummation~~amended ofand ~~the~~restated ~~initial~~memorandum ~~Business~~and ~~Combination~~articles ~~(net~~ of ~~redemptions),~~association and ~~(z)~~approving ~~the~~a ~~volume~~statutory ~~weighted~~merger ~~average trading~~or ~~price~~consolidation ofwith ~~the~~another company. ~~Class~~Directors Aare ~~ordinary~~appointed ~~shares~~for ~~during~~a ~~the~~term 20of ~~trading~~two ~~day~~years. ~~period~~There ~~starting~~is onno ~~the~~cumulative ~~trading~~voting ~~day~~with ~~prior~~respect to the ~~day~~appointment onof ~~which the~~directors, ~~Company~~with ~~consummate~~ the ~~initial~~result ~~Business~~that ~~Combination (such price,~~ the ~~“Market~~holders ~~Value”)~~of ismore ~~below~~than ~~$9.20~~50% ~~per share, then the exercise price~~ of the ~~warrants~~Founder ~~will~~Shares bepurchased ~~adjusted~~prior (to the ~~nearest~~IPO ~~cent)~~that toare bevoted ~~equal~~for ~~to 115% of~~ the ~~greater~~ appointment of ~~(i)~~directors ~~the~~can ~~Market~~appoint ~~Value~~all orof ~~(ii)~~ the ~~Newly Issued~~directors ~~Price~~prior ~~and~~to the ~~$18.00~~initial ~~per~~Business ~~share~~Combination. ~~redemption~~The ~~trigger~~Company’s ~~price~~shareholders ~~described~~are ~~below under “Redemption of warrants” will be adjusted~~entitled (to ~~the~~receive ~~nearest~~ratable ~~cent)~~dividends towhen, beas ~~equal~~and toif ~~180%~~declared ofby the ~~greater~~board of ~~(i)~~directors ~~the~~out ~~Market~~of ~~Value~~funds orlegally ~~(ii)~~available ~~the Newly Issued Price~~therefor.

~~No warrants~~The Founder Shares will beautomatically ~~exercisable~~convert ~~for~~into Class ~~cash~~A ~~unless~~ordinary shares on the ~~registration~~first ~~statement~~business ofday ~~which~~following ~~this~~the ~~prospectus~~completion ~~forms~~of athe ~~part~~initial ~~(or~~Business Combination on a ~~different~~one-for-one ~~registration~~basis, ~~statement~~subject ~~covering~~to adjustment as provided herein. In the case that additional Class A ordinary shares, ~~issuable~~or ~~upon~~equity-linked ~~exercise~~securities ofconvertible or ~~the~~exercisable ~~warrants)~~for isClass ~~then~~A inordinary ~~effect~~shares, ~~and~~are ~~this~~issued ~~prospectus (~~or ~~such other~~deemed ~~prospectus~~issued ~~that~~in isexcess ~~part~~ of ~~such~~the ~~other~~amounts ~~registration~~issued ~~statement)~~in isthe ~~then~~IPO ~~current.~~and ~~Notwithstanding~~related to the closing ~~foregoing,~~of ifthe ainitial ~~registration statement~~Business ~~covering~~Combination, the ~~Class~~ratio Aat ~~ordinary~~which founders shares ~~issuable~~will ~~upon~~convert ~~exercise~~into ofClass ~~the~~A ~~warrants~~ordinary isshares ~~not~~will ~~then~~be inadjusted (subject ~~effect~~to ~~during~~waiver ~~the~~by ~~period~~holders ~~beginning 60~~of ~~business~~a ~~days~~majority ~~following~~of the ~~consummation~~Class ofB ~~the~~ordinary ~~initial~~shares ~~Business~~then ~~Combination,~~in ~~warrant~~issue) ~~holders~~so ~~may,~~that ~~during~~the ~~any~~number ~~period~~of ~~when~~Class ~~the~~A ~~Company~~ordinary shares ~~shall~~issuable ~~have~~upon ~~failed~~conversion toof ~~maintain~~all anClass ~~effective~~B ~~registration~~ordinary ~~statement~~shares will equal, ~~exercise~~in ~~warrants~~the aggregate, on aan ~~cashless~~as-converted basis, ~~pursuant~~20% toof the ~~exemption~~sum ~~provided~~of its byordinary ~~Section~~shares ~~3(a)(9)~~issued ofand ~~the~~outstanding ~~Securities~~upon ~~Act~~the completion of ~~1933,~~the asIPO ~~amended,~~plus or the ~~Securities~~number ~~Act,~~of ~~provided~~Class ~~that~~A ~~such~~ordinary ~~exemption~~shares isand ~~available.~~equity-linked ~~If that~~securities ~~exemption,~~issued or ~~another~~deemed ~~exemption,~~issued isin ~~not~~connection ~~available,~~with ~~holders~~the ~~will~~initial ~~not~~Business beCombination ~~able~~(net toof ~~exercise~~redemptions), ~~their~~(excluding ~~warrants~~the onunderwriter afounder ~~cashless~~shares and ~~basis~~the private shares).

~~Redemption~~Public Warrants — As of September 30, 2022, there were 4,312,500 Public Warrants outstanding. As of ~~warrants~~December 31, 2021, there were no Public Warrants outstanding. ~~Once~~Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable, ~~the~~30 ~~Company~~days ~~may~~following ~~redeem~~the completion of the ~~outstanding~~Business Combination. The warrants ~~(except~~will asexpire ~~described~~at ~~herein~~5:00 ~~with~~p.m., ~~respect~~New York toCity time, five years after the ~~Private~~completion ~~Placement~~of ~~Warrants):~~the Business Combination, or earlier upon redemption.

●In inaddition, ~~whole~~if ~~and~~(x) ~~not~~the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in ~~part;~~connection ●with the closing of the initial Business Combination at aan issue price or effective issue price of less than $09.0120 per ~~warrant;~~Class ●A ~~upon~~ordinary ashare ~~minimum~~(with ofsuch 30issue ~~days’~~price ~~prior~~or ~~written~~effective ~~notice~~issue ofprice to ~~redemption~~be ~~(the~~determined ~~“Redemption~~in ~~Period”)~~good ●faith ~~if,~~by ~~and~~its ~~only~~board ifof directors, ~~the~~and ~~last~~in ~~sale~~the ~~price~~case of any such issuance to the ~~Class~~Sponsor, Ainitial ~~ordinary~~shareholders or their affiliates, without taking into account any founders shares ~~equals~~held orby ~~exceeds~~them ~~$18.00~~prior ~~per~~to ~~share~~such issuance) (aswhich ~~adjusted~~the ~~for~~Company ~~share~~refer ~~subdivisions,~~to ~~share~~as the ~~consolidations,~~“Newly ~~share~~Issued ~~capitalizations~~Price”), ~~rights~~(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, ~~reorganizations~~and interest thereon, ~~recapitalizations~~available ~~and~~for the ~~like,~~funding orof asthe ~~described~~initial ~~above~~Business ~~under~~Combination ~~“Exercise~~on ~~price~~the date of ~~warrants”~~the consummation of the initial Business Combination (net of redemptions), ~~for~~and ~~any~~(z) 20the volume weighted average trading ~~days~~price ~~within~~of athe ~~30-trading~~Class ~~day~~A ~~period~~ordinary ~~commencing~~shares ~~once~~during the 20 ~~warrants~~trading ~~become~~day ~~exercisable~~period ~~and~~starting ~~ending~~ on the ~~third~~ trading day prior to the ~~date~~day on which the Company ~~send~~consummate the ~~notice~~initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of ~~redemption~~the warrants will be adjusted (to the ~~warrant~~nearest cent) ~~holders;~~to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price and ●the ~~there~~$18.00 isper ashare ~~current~~redemption ~~registration~~trigger price ~~statement~~described inbelow ~~effect~~under ~~with~~“Redemption ~~respect~~of warrants” will be adjusted (to the ~~Class~~nearest Acent) ~~ordinary~~to ~~shares~~be ~~underlying~~equal ~~such~~to ~~warrants~~180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.

~~Private Placement~~No ~~Warrants-~~warrants Atwill ~~June~~be ~~30,~~exercisable ~~2022,~~for ~~there~~cash ~~were~~unless ~~235,938~~the registration ~~Private~~statement ~~Placement~~of ~~Warrants~~which ~~outstanding.~~this Asprospectus offorms ~~December~~a ~~31,~~part ~~2021,~~(or ~~there~~a ~~were no~~different ~~Private~~registration ~~Placement~~statement ~~Warrants~~covering ~~outstanding.~~the ~~The~~Class ~~private~~A ~~warrants~~ordinary ~~are~~shares issuable ~~identical~~upon toexercise of the warrants) ~~sold~~is asthen ~~part~~in ofeffect ~~the~~and ~~units~~this inprospectus ~~this~~(or ~~offering except~~such other prospectus that, sois ~~long~~part asof ~~they~~such ~~are~~other ~~held~~registration statement) byis ~~our~~then ~~sponsor~~current. orNotwithstanding ~~its~~the ~~permitted~~foregoing, ~~transferees:~~if ~~(1)~~a ~~they~~registration ~~(including~~statement covering the Class A ordinary shares issuable upon exercise of ~~these~~the warrants) ~~may~~is not, ~~subject~~then toin ~~certain~~effect ~~limited~~during ~~exceptions~~the period beginning 60 business days following the consummation of the initial Business Combination, bewarrant ~~transferred~~holders may, ~~assigned~~during orany ~~sold~~period bywhen ~~our~~the ~~sponsor~~Company ~~until~~shall 30have failed to maintain an effective registration ~~days~~statement, ~~after~~exercise ~~the~~warrants ~~completion~~on ofa ~~our~~cashless ~~initial~~basis ~~business~~pursuant ~~combination;~~to ~~and~~the exemption provided by Section 3(2a)(9) ~~they~~of ~~(including~~the Securities Act of 1933, as amended, or the ~~ordinary~~Securities ~~shares~~Act, ~~issuable~~provided ~~upon~~that ~~exercise~~such ofexemption is available. If that exemption, or another exemption, is not available, ~~these~~holders ~~warrants)~~will ~~are~~not ~~entitled~~be able to ~~registration~~exercise ~~rights~~their warrants on a cashless basis.

~~NOTE 8. FAIR VALUE MEASUREMENTS~~12

~~The fair~~NOTES ~~value~~TO ofCOUNTER ~~the~~PRESS ~~Company’s~~ACQUISITION financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:CORPORATION

12 UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~NOTES TO~~ SEPTEMBER ~~COUNTER~~30, ~~PRESS ACQUISITION CORPORATION~~2022

~~UNAUDITED~~Redemption of warrants. Once the warrants become ~~CONDENSED~~exercisable, ~~FINANCIAL~~the ~~STATEMENTS~~Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

~~JUNE~~ ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “Redemption Period”) ● if, ~~2022~~and only if, the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like, or as described above under “Exercise price of warrants”) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which the Company send the notice of redemption to the warrant holders; and ● there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants.

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Private Placement Warrants- At September 30, 2022, there were 235,938 Private Placement Warrants outstanding. As of December 31, 2021, there were no Private Placement Warrants outstanding. The private warrants are identical to the warrants sold as part of the units in this offering except that, so long as they are held by our sponsor or its permitted transferees: (1) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination; and (2) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

~~At June~~NOTE ~~30, 2022, investment held in the Trust Account were comprised of $87,674,587 in money market funds which are invested primarily in U~~8.S. ~~Treasury~~FAIR ~~Securities. Through~~VALUE ~~June 30, 2022, the Company did not withdraw any of interest earned on the Trust Account.~~MEASUREMENTS

The ~~following~~ ~~table~~fair ~~presents~~value ~~information~~of ~~about~~ the Company’s financial assets and liabilities reflects management’s estimate of amounts that ~~are~~the ~~measured~~Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value onof aits ~~recurring~~assets ~~basis~~and atliabilities, ~~June~~the ~~30,~~Company seeks to maximize the use of observable inputs ~~2022~~(market data obtained from independent sources) and ~~indicates~~to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy ofis used to classify assets and liabilities based on the ~~valuation~~observable inputs ~~the~~and ~~Company~~unobservable ~~utilized~~inputs toused ~~determine~~in ~~such~~order ~~fair~~to value the assets and liabilities:

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Description		Level		June 30, 2022
	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Assets:
	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund			1	$	87,674,587

~~NOTE~~At September 30, 2022, investment held in the Trust 9Account were comprised of $88,070,429 in money market funds which are invested primarily in U.S. ~~SUBSEQUENT~~Treasury ~~EVENTS~~Securities. Through September 30, 2022, the Company did not withdraw any of interest earned on the Trust Account.

The ~~Company~~ ~~evaluated~~following ~~subsequent~~table ~~events~~presents ~~and~~information ~~transactions~~about ~~that occurred after~~ the Company’s ~~balance~~assets ~~sheet~~that ~~date~~are upmeasured toat ~~the~~fair ~~date~~value ~~that~~on ~~the~~a ~~condensed~~recurring ~~financial statements~~basis ~~were~~at ~~issued.~~September ~~Based~~30, ~~upon~~2022 ~~this~~and ~~review,~~indicates the ~~Company~~fair ~~did~~value ~~not~~hierarchy of ~~identify~~the ~~any~~valuation ~~subsequent~~inputs ~~events~~the ~~that~~Company ~~would~~utilized ~~have~~to ~~required~~determine ~~adjustment or~~such ~~disclosure~~fair ~~in the condensed financial statements.~~value:


Description	Level		September 30, 2022
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1	$	88,070,429

~~Item 2~~NOTE 9. ~~Management’s~~SUBSEQUENT ~~Discussion and Analysis of Financial Condition and Results of Operations.~~EVENTS

~~References in~~The ~~this~~Company ~~report~~evaluated ~~(the~~subsequent ~~“Quarterly~~events ~~Report”)~~and totransactions that ~~“we,”~~occurred ~~“us”~~after or the ~~“Company”~~balance ~~refer~~sheet todate ~~Counter Press~~up ~~Acquisition Corporation, references~~ to ~~our~~the ~~“management”~~date orthat ~~our “management team” refer to our officers and directors, and references to~~ the ~~“Sponsor”~~condensed ~~refer~~financial tostatements ~~Counter~~were ~~Press Sponsor LLC~~issued. ~~The~~Based ~~following~~upon ~~discussion~~this ~~and analysis~~review, of the Company’s ~~financial~~did ~~condition~~not ~~and~~identify ~~results~~any ofsubsequent ~~operations~~events ~~should~~that bewould ~~read~~have inrequired ~~conjunction~~adjustment ~~with~~or ~~the~~disclosure ~~financial statements and the notes thereto contained elsewhere~~ in ~~this Quarterly Report. Certain information contained in~~ the ~~discussion~~condensed ~~and~~financial ~~analysis set forth below includes forward-looking~~ statements ~~that involve risks and uncertainties~~.

~~Special Note Regarding Forward-Looking Statements~~13

~~This Quarterly~~Item Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 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 projected2. ~~All statements, other than statements of historical fact included in this Quarterly Report 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 (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” 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 the 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 the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website, www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~Overview~~References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Counter Press Acquisition Corporation, references to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Counter Press Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the 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.

~~We are~~Special aNote ~~blank~~Regarding ~~check~~Forward-Looking company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the net proceeds of our initial public offering and a portion of the private placement of the private units, our shares, debt or a combination of cash, shares and debt.Statements

~~The~~This Quarterly Report includes “forward-looking ~~issuance~~statements” within the meaning of ~~additional~~Section ~~ordinary~~27A ~~shares~~of the Securities Act of 1933 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, other than statements of historical fact included in athis Quarterly Report 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 (as defined below), the Company’s financial position, business ~~combination:~~strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” 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 the 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 the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website, www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

● may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions of the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; ● may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares; ● could cause a change of control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; ● may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and ● may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.Overview

~~Similarly~~We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization ifor similar business combination with one or more businesses. We have not selected any specific business combination target and we ~~issue~~have not, ~~debt~~nor ~~securities~~has anyone on our behalf, initiated any substantive discussions, directly or ~~otherwise~~indirectly, ~~incur~~with ~~significant~~any ~~indebtedness~~business combination target. We intend to effectuate our initial business combination using cash from the net proceeds of our initial public offering and a portion of the private placement of the private units, itour ~~could~~shares, ~~result~~debt ~~in:~~or a combination of cash, shares and debt.

●The ~~default~~issuance ~~and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; ● acceleration~~ of ~~our~~additional ~~obligations~~ordinary toshares ~~repay~~in ~~the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without~~ a waiver or renegotiation of that covenant; ● our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; ● our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is issued and outstanding; ● our inability to pay dividends on our ordinary shares;business combination:

14● may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions of the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; ● may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares; ● could cause a change of control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; ● may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and ● may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.

~~● using a substantial portion of our cash flow to pay principal and interest on our debt~~Similarly, ~~which will reduce the funds available for dividends on our ordinary shares~~ if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; ● limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we ~~operate;~~issue ●debt ~~increased~~securities ~~vulnerability~~or tootherwise incur ~~adverse~~significant ~~changes in general economic~~indebtedness, ~~industry~~it ~~and~~could ~~competitive~~result ~~conditions and adverse changes~~ in government regulation; and ● limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.:

~~Although we~~● ~~raised~~default ~~$86,250,000~~and offoreclosure ~~gross~~on ~~proceeds,~~our inassets ~~the~~if ~~aggregate,~~our ~~from~~operating ~~our~~revenues after an initial ~~public~~business ~~offering~~combination inare ~~February~~insufficient ~~2022,~~to ~~and~~repay ~~additional~~our ~~$4,718,750~~ debt obligations; ● acceleration of ~~gross~~our ~~proceeds,~~obligations into repay the ~~aggregate,~~indebtedness ~~from~~even ~~our~~if ~~private~~we ~~placements~~make ~~consummated~~all ~~concurrently~~principal ~~with~~and interest payments when due if we breach certain covenants that require the ~~closing~~maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; ● our ~~initial~~immediate ~~public~~payment ~~offering, we~~of ~~expect~~all toprincipal ~~continue~~and toaccrued ~~incur~~interest, ~~significant~~if ~~costs~~any, inif the ~~pursuit~~debt ofsecurity is payable on demand; ● our ~~acquisition~~inability ~~plans.~~to Weobtain ~~cannot~~necessary ~~assure~~additional ~~you~~financing ~~that~~if the debt security contains covenants restricting our ~~plans~~ability to ~~raise capital~~obtain orsuch tofinancing ~~complete~~while the debt security is issued and outstanding; ● our ~~initial~~inability ~~business~~to ~~combination~~pay ~~will~~dividends beon ~~successful.~~our ordinary shares;

~~Results of Operations~~14

~~We have~~● ~~neither~~using ~~engaged~~a insubstantial ~~any~~portion ~~operations~~of ~~nor~~our ~~generated~~cash ~~any~~flow ~~revenues~~ to ~~date.~~pay ~~Our~~principal ~~only~~and ~~activities~~interest ~~from~~on ~~February~~our 11debt, ~~2022~~which ~~(inception)~~will ~~through June~~reduce ~~30,~~the ~~2022~~funds ~~were~~available ~~organizational~~for ~~activities,~~dividends ~~those~~on ~~necessary~~our toordinary ~~prepare~~shares ~~for~~if ~~the~~declared, ~~Initial Public Offering~~expenses, ~~described~~capital ~~below~~expenditures, acquisitions and ~~identifying a~~other ~~target~~general ~~company~~corporate ~~for~~purposes; a● ~~Business~~limitations ~~Combination.~~on Weour doflexibility ~~not~~in ~~expect~~planning for and reacting to ~~generate~~changes ~~any~~in ~~operating~~our ~~revenues~~business ~~until~~and ~~after~~in the ~~completion~~industry ofin ~~our~~which ~~Business Combination.~~we Weoperate; ~~generate~~● ~~non-operating~~increased ~~income~~vulnerability to adverse changes in ~~the~~general ~~form~~economic, ofindustry ~~interest~~and ~~income~~competitive onconditions ~~marketable~~and ~~securities~~adverse ~~held~~changes in ~~the~~government ~~Trust~~regulation; ~~Account.~~and We● ~~incur expenses~~limitations ason aour ~~result~~ability ofto ~~being~~borrow aadditional ~~public~~amounts ~~company (~~for ~~legal~~expenses, ~~financial~~capital ~~reporting~~expenditures, ~~accounting~~acquisitions, ~~and~~debt ~~auditing~~service ~~compliance)~~requirements, asexecution ~~well~~of asour ~~for~~strategy ~~due diligence~~and ~~expenses~~other purposes and other disadvantages compared to our competitors who have less debt.

~~For the~~Although ~~three~~we ~~months~~raised ~~ended~~$86,250,000 ~~June~~of 30gross proceeds, ~~2022~~in the aggregate, wefrom ~~had~~our ainitial ~~net~~public ~~loss~~offering ofin February 2022, and additional $614,~~283~~718,750 ~~which~~of ~~consists~~gross ofproceeds, ~~operating~~in ~~costs~~the aggregate, from our private placements consummated concurrently with the closing of ~~$185~~our initial public offering,~~619,~~ ~~offset~~we byexpect ~~interest income~~to oncontinue ~~investment~~to ~~held~~incur significant costs in the ~~Trust~~pursuit ~~Account~~ of ~~$124,336~~our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

~~For the~~Results ~~six months ended June 30, 2022, we had a net loss~~ of ~~$490,045, which consists of operating costs of $620,882, offset by interest income on investment held in the Trust Account of $130,837.~~Operations

~~For~~We have neither engaged in any operations nor generated ~~the~~any ~~period~~revenues to date. Our only activities from ~~May~~February 2911, ~~2021~~2022 (inception) through ~~June~~September 30, ~~2021~~2022 were organizational activities, those wenecessary ~~had~~to aprepare ~~net~~for ~~loss~~the ofInitial $6Public Offering,~~677~~ described below, ~~which~~and ~~consists~~identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income ~~costs~~in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

~~Liquidity~~For the three months ended September 30, 2022, we ~~and~~had ~~Capital~~a ~~Resources~~net income of $156,285, which consists of interest income on investment held in the Trust Account of $395,842, offset by operating costs of $ 239,557.

~~On February~~For 11the nine months ended September 30, 2022, we ~~consummated~~had a ~~the~~net ~~IPO~~loss of 8$333,~~625~~760,~~000~~ ~~Units~~which atconsists ~~$10.00~~of ~~per~~operating ~~Unit,~~costs ~~generating gross proceeds~~ of $86860,~~250~~439,~~000.~~ ~~Simultaneously with~~offset ~~the~~by ~~closing~~interest ofincome ~~the~~on ~~IPO~~investment ~~and~~held ~~the issuance and sale of the Units, we consummated~~ in the ~~aggregate,~~Trust ~~the sale of 471,875 Private Units~~Account ~~at a price~~ of $~~10.00 per Private Unit~~526, ~~to the Sponsor, EBC and BTIG~~679.

~~Following the~~For ~~Initial Public Offering, and~~ the ~~sale~~three ofmonths ~~the~~ended ~~Private~~September ~~Units~~30, ~~a total of $87~~2021,~~543,750~~ ~~was placed in the Trust Account. We incurred $4,949,909~~we inhad ~~Initial~~a ~~Public~~net ~~Offering~~loss ~~related costs, including $1,725,000~~ of ~~underwriting commissions,~~ $~~3,018,750 of deferred underwriting commissions and $206,159 of other cash offering costs~~0.

For the ~~six~~period ~~months~~from ~~ended~~May ~~June 30~~19, ~~2022,~~2021 ~~cash~~(inception) ~~used~~through September ~~in operating activities was $966~~30,~~631.~~ ~~Net loss of $490~~2021,~~045~~ ~~was~~we ~~affected~~had bya ~~interest~~net ~~earned on~~loss ~~investment held in the Trust Account~~ of $~~130~~6,~~837~~677, ~~and~~which ~~changes~~consists inof operating ~~assets and liabilities used of $345,749~~costs.

~~For the~~Liquidity ~~period~~and ~~from~~Capital ~~May 29, 2021 (inception) through June 30, 2021, cash used in operating activities was $0. Net loss of $6,677 was affected by formation costs paid by Sponsor.~~Resources

~~The Company’s~~On ~~liquidity~~February ~~needs~~11, up2022, towe ~~the~~consummated ~~closing of~~ the IPO onof ~~February 11~~8,625,000 Units ~~2022~~at ~~had~~$10.00 ~~been~~per ~~satisfied~~Unit, ~~through~~generating agross ~~payment~~proceeds ~~from the Sponsor~~ of $2586,250,000. ~~(see~~Simultaneously ~~Note~~with ~~5) for~~ the ~~Founder~~closing ~~Shares~~of tothe ~~cover~~IPO ~~certain~~and ~~offering~~the ~~costs~~issuance and sale of the ~~loan~~Units, ~~under~~we anconsummated ~~unsecured~~in ~~promissory~~the ~~note~~aggregate, ~~from~~ the ~~Sponsor~~ sale of ~~$150~~471,~~000.~~875 ~~The~~Private ~~promissory~~Units ~~note~~at ~~was~~a ~~fully~~price ~~repaid~~of as$10.00 ofper ~~the~~Private ~~closing~~Unit, ofto the ~~IPO~~Sponsor, EBC and BTIG.

~~In order~~Following tothe ~~finance~~Initial ~~transaction~~Public ~~costs~~Offering, inand ~~connection~~the ~~with~~sale of athe ~~Business~~Private ~~Combination~~Units, ~~the~~a ~~Company’s~~total ~~Sponsor or an affiliate~~ of ~~the~~$87,543,750 ~~Sponsor or~~was ~~certain~~placed ofin the ~~Company’s~~Trust ~~officers~~Account. ~~and~~We ~~directors~~incurred ~~may~~$4, ~~but are not obligated to~~949,909 ~~provide~~in ~~the~~Initial ~~Company~~Public ~~with~~Offering ~~Working Capital Loans~~related upcosts, toincluding $1,~~500~~725,000, asof ~~defined~~underwriting ~~later~~commissions, ~~(see Note 5). To date~~$3,018,750 ~~there~~of ~~were~~deferred nounderwriting ~~amounts~~commissions ~~outstanding~~and ~~under~~$206,159 ~~any Working Capital Loans. The Company’s management plans to continue its efforts to complete a Business Combination within 18 months~~ of ~~the~~other ~~closing~~cash ~~of the Initial Public Offering~~offering costs.

~~If our~~For ~~estimate of~~ the ~~costs~~nine ofmonths ~~identifying~~ended aSeptember ~~target business~~30, ~~undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so~~2022, ~~we may have insufficient funds available to operate our business prior to our business~~cash ~~combination.~~used ~~Moreover,~~ in ~~addition~~operating toactivities ~~the~~was ~~access to the Working Capital Loans~~$1,037,395. weNet ~~may~~loss ~~need to obtain other financing either to complete our business combination or because we become obligated to redeem a significant number~~ of ~~our public shares upon consummation of our business combination~~$333,760 inwas ~~which~~affected ~~case~~by weinterest ~~may~~earned ~~issue~~on ~~additional~~investment ~~securities~~held ~~or incur debt~~ in ~~connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with~~ the completion of our business combination. If we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. of ~~In addition~~$526, ~~following our business combination~~679, ifand ~~cash~~changes onin ~~hand~~operating isassets ~~insufficient, we~~and ~~may~~liabilities ~~need~~used toof ~~obtain additional financing in order to meet our obligations~~$176,956.

~~We have~~For 18the ~~months~~period from ~~the~~May ~~closing~~19, of2021 ~~the~~(inception) ~~Initial~~through September ~~Public~~30, ~~Offering~~2021, tocash ~~consummate~~used ain ~~Business~~operating ~~Combination.~~activities Itwas is$0. ~~uncertain~~Net ~~that~~loss weof ~~will~~$6,677 ~~be able~~was toaffected ~~consummate a Business Combination~~ by ~~this~~formation ~~time.~~costs Ifpaid ~~a Business Combination is not consummated~~ by ~~this date, there will be a mandatory liquidation and subsequent dissolution~~Sponsor.

~~In connection~~The ~~with the~~ Company’s ~~assessment~~liquidity ofneeds ~~going~~up ~~concern~~to ~~considerations~~the ~~in accordance with FASB ASC Topic 205-40, “Presentation~~closing of ~~Financial~~the ~~Statements — Going~~IPO ~~Concern,”~~on ~~management~~February ~~has~~11, ~~determined~~2022 ~~that~~had ~~mandatory~~been ~~liquidation,~~satisfied ~~should~~through a ~~Business Combination~~payment ~~not~~from ~~occur,~~the ~~and~~Sponsor ~~potential~~of ~~subsequent~~$25,000 ~~dissolution~~(see ~~raises~~Note ~~substantial~~5) ~~doubt~~for ~~about~~ the ~~Company’s~~Founder ~~ability~~Shares to ~~continue as~~ acover ~~going~~certain ~~concern~~offering ~~for~~costs aand ~~reasonable~~the ~~period~~loan ofunder ~~time,~~an ~~which~~unsecured ispromissory ~~considered~~note ~~to be one year~~ from the ~~issuance~~Sponsor of ~~the~~$150,000. ~~financial~~The ~~statements..~~promissory ~~No adjustments~~note ~~have~~was ~~been~~fully repaid ~~made~~as toof the ~~carrying~~closing ~~amounts~~ of ~~assets or liabilities should~~ the ~~Company be unable to raise additional capital~~IPO.

~~Off-Balance~~In order to finance transaction costs in connection ~~Sheet~~with ~~Arrangements~~a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans up to $1,500,000, as defined later (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. The Company’s management plans to continue its efforts to complete a Business Combination within 18 months of the closing of the Initial Public Offering.

WeIf our estimate of the costs of identifying ~~have~~a notarget ~~obligations~~business, ~~assets~~undertaking orin-depth ~~liabilities,~~due ~~which~~diligence ~~would~~and benegotiating ~~considered~~a ~~off-balance~~business ~~sheet~~combination ~~arrangements~~are asless ofthan ~~June~~the 30actual amount necessary to do so, ~~2022~~we may have insufficient funds available to operate our business prior to our business combination. WeMoreover, doin ~~not~~addition ~~participate~~to inthe ~~transactions~~access ~~that~~to ~~create~~the ~~relationships~~Working ~~with~~Capital ~~unconsolidated~~Loans, ~~entities~~we may need to obtain other financing either to complete our business combination or ~~financial~~because we ~~partnerships~~become obligated to redeem a significant number of our public shares upon consummation of our business combination, ~~often~~in ~~referred~~which case we may issue additional securities or incur debt in connection with such business combination. Subject to ascompliance ~~variable~~with ~~interest~~applicable securities ~~entities~~laws, ~~which~~we would ~~have~~only ~~been~~complete ~~established~~such ~~for~~financing simultaneously with the ~~purpose~~completion of ~~facilitating~~our ~~off-balance~~business ~~sheet arrangements~~combination. WeIf ~~have~~we ~~not~~are ~~entered~~unable ~~into~~to complete ~~any~~our ~~off-balance~~business ~~sheet~~combination ~~financing~~because ~~arrangements~~we do not have sufficient funds available to us, ~~established~~we ~~any~~will ~~special~~be ~~purpose~~forced ~~entities~~to cease operations and liquidate the Trust Account. In addition, ~~guaranteed~~following ~~any~~our ~~debt~~business orcombination, ~~commitments~~if ofcash ~~other~~on ~~entities~~hand is insufficient, we may need to obtain additional orfinancing ~~purchased~~in ~~any~~order ~~non-financial~~to ~~assets~~meet our obligations.

~~Contractual obligations~~15

We do ~~not~~ have ~~any~~18 ~~long-term~~months ~~debt,~~from ~~capital~~the ~~lease~~closing ~~obligations,~~of ~~operating lease obligations or long-term liabilities, other than an agreement~~the toInitial ~~pay~~Public ~~the~~Offering ~~Sponsor up~~ to ~~$10,000~~consummate ~~per~~a ~~month~~Business ~~for~~Combination. ~~office~~It ~~space,~~is ~~administrative~~uncertain ~~and~~that ~~support~~we ~~services,~~will ~~for~~be upable to ~~the~~consummate ~~15-month~~a ~~period,~~Business ~~which~~Combination ~~includes~~by ~~the~~this ~~automatic~~time. ~~three-month~~If ~~extension~~a ~~period.~~Business WeCombination ~~began~~is ~~incurring~~not ~~these~~consummated ~~fees~~by onthis ~~February 8~~date, ~~2022~~there ~~and~~ will ~~continue~~be toa ~~incur~~mandatory ~~these fees~~liquidation ~~monthly until the earlier of the completion of the Business Combination~~ and ~~our~~subsequent ~~liquidation~~dissolution.

15In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements.. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to raise additional capital.

~~The underwriters~~Off-Balance ~~are~~Sheet entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $1,725,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination.Arrangements

~~Critical~~We have no obligations, assets or liabilities, which ~~Accounting~~would ~~Policies~~be considered off-balance sheet arrangements as of September 30, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~The preparation~~Contractual of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America 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:obligations

~~Class~~We do not have any long-term debt, capital lease obligations, Aoperating ~~Ordinary~~lease ~~Shares~~obligations ~~Subject~~or long-term liabilities, other than an agreement to ~~Possible~~pay ~~Redemption~~the Sponsor up to $10,000 per month for office space, administrative and support services, for up to the 15-month period, which includes the automatic three-month extension period. We began incurring these fees on February 8, 2022 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

~~We account~~The ~~for~~underwriters ~~our~~are ~~ordinary~~entitled ~~shares subject~~ to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a ~~liability~~cash ~~instrument~~underwriting ~~and~~discount ~~measured~~of attwo ~~fair~~percent ~~value. Conditionally redeemable ordinary shares~~ (~~including~~2%) ~~ordinary~~of ~~shares that feature redemption rights that are either within~~ the ~~control~~gross proceeds of the ~~holder~~IPO, or ~~subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity~~$1,725,000. ~~At all other times~~Additionally, ~~ordinary~~the ~~shares~~underwriters ~~are~~will ~~classified~~be ~~as shareholders’ equity. Our ordinary~~entitled ~~shares feature certain redemption rights that are considered~~ to bea ~~outside~~deferred ofunderwriting ~~our~~discount ~~control and subject to occurrence~~ of ~~uncertain future events~~3.5% ~~Accordingly,~~of ~~ordinary~~the ~~shares~~gross ~~subject~~proceeds toof ~~possible~~the ~~redemption~~IPO ~~are~~upon ~~presented~~the atcompletion ~~redemption value as temporary equity, outside~~ of the ~~shareholders~~Company’s ~~equity~~initial ~~section of our condensed balance sheets~~Business Combination.

~~Net Loss~~Critical ~~Per~~Accounting ~~Ordinary Share~~Policies

~~We comply~~The ~~with~~preparation ~~accounting~~of condensed financial statements and ~~disclosure~~related ~~requirements~~disclosures ofin ~~FASB~~conformity ~~ASC~~with ~~Topic~~accounting ~~260,~~principles ~~“Earnings~~generally ~~Per~~accepted ~~Share”.~~in ~~Net~~the ~~income~~United ~~(loss)~~States ~~per~~of ~~ordinary shares~~America isrequires ~~computed~~management to bymake ~~dividing~~estimates ~~net~~and ~~income~~assumptions ~~(loss)~~that byaffect the ~~weighted~~reported ~~average~~amounts ~~number~~ of ~~ordinary~~assets ~~shares~~and ~~outstanding~~liabilities, ~~for~~disclosure ~~the~~of ~~period.~~contingent Weassets ~~apply~~and liabilities at the ~~two-class~~date ~~method~~of inthe ~~calculating~~financial ~~earnings~~statements, ~~per~~and ~~share.~~income ~~Accretion~~and ~~associated~~expenses ~~with~~during the ~~redeemable~~periods ~~shares~~reported. ofActual ~~Class~~results Acould ~~ordinary~~materially ~~shares~~differ isfrom ~~excluded~~those ~~from~~estimates. ~~earnings~~We ~~per~~have ~~share~~identified as the ~~redemption~~following ~~value~~critical ~~approximates~~accounting ~~fair value.~~policies:

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 4,548,438 Class A ~~ordinary~~Ordinary ~~shares~~Shares inSubject ~~the~~to ~~aggregate.~~Possible As of June 30, 2022, we did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted net loss per ordinary shares is the same as basic net loss per ordinary shares for the periods presented.Redemption

~~Recent~~We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and 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’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of our condensed balance sheets.

~~In August~~Net ~~2020,~~Income ~~the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options~~ (~~Subtopic 470-20~~Loss) ~~and~~Per ~~Derivatives~~Ordinary and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We adopted ASU 2020-06 on May 19, 2021 (inception). Adoption of the ASU did not impact our financial position, results of operations or cash flows.Share

~~Item~~We comply with accounting and disclosure requirements 3of FASB ASC Topic 260, “Earnings Per Share”. ~~Quantitative~~Net ~~and~~income ~~Qualitative~~(loss) ~~Disclosures~~per ~~About~~ordinary ~~Market~~shares ~~Risk~~is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. We apply the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

~~We are~~The acalculation ~~smaller~~of ~~reporting~~diluted ~~company~~income as(loss) ~~defined~~per byshare does ~~Rule~~not ~~12b-2~~consider the effect of the ~~Exchange~~warrants ~~Act~~issued in connection with the (i) Initial Public Offering, and ~~are~~(ii) ~~not~~the ~~required~~private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to ~~provide~~purchase 4,548,438 Class A ordinary shares in the ~~information~~aggregate. ~~otherwise~~As of September 30, 2022, we did not have any dilutive securities or other contracts that could, ~~required~~potentially, ~~under~~be ~~this~~exercised ~~item~~or converted into ordinary shares and then share in our earnings. As a result, diluted net loss per ordinary shares is the same as basic net loss per ordinary shares for the periods presented.

~~Item 4.~~Recent ~~Controls~~Accounting ~~and Procedures.~~Standards

~~Evaluation~~In August 2020, the FASB issued ASU 2020-06, Debt-Debt ofwith ~~Disclosure~~Conversion ~~Controls~~and Other Options (Subtopic 470-20) and ~~Procedures~~Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We adopted ASU 2020-06 on May 19, 2021 (inception). Adoption of the ASU did not impact our financial position, results of operations or cash flows.

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of June 30, 2022, pursuant to Rule 13a-15(b) or Rule 15d-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of June 30, 2022 our disclosure controls and procedures were effective.16

~~We do~~Item ~~not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud~~3. ~~Disclosure~~Quantitative ~~controls~~ and ~~procedures,~~ noQualitative ~~matter~~Disclosures ~~how~~About ~~well~~Market ~~conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met~~Risk. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~Changes~~We are a smaller reporting company as defined by Rule in12b-2 ~~Internal~~of ~~Control~~the ~~over~~Exchange ~~Financial~~Act ~~Reporting~~and are not required to provide the information otherwise required under this item.

~~There was~~Item no4. ~~change~~Controls inand our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2022 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reportingProcedures.

16Evaluation of Disclosure Controls and Procedures

~~PART~~Disclosure controls are procedures that are designed ~~II—OTHER~~with ~~INFORMATION~~the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2022, pursuant to Rule 13a-15(b) or Rule 15d-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2022 our disclosure controls and procedures were effective.

~~Item~~We do not expect that our disclosure controls and 1procedures will prevent all errors and all instances of fraud. ~~Legal~~Disclosure ~~Proceedings~~controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~None.~~Changes in Internal Control over Financial Reporting

~~Item~~There was no change in our internal control over financial ~~1A.~~reporting ~~Risk~~that ~~Factors~~occurred during the fiscal quarter ended September 30, 2022 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on June 30, 2022. As of the date of this Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report filed with the SEC, except as described below.17

~~Our search~~PART ~~for~~II—OTHER a Business Combination, and any target business with which we may ultimately consummate a Business Combination, may be materially adversely affected by the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in our target markets.INFORMATION

~~United States~~Item ~~and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022~~1. InLegal response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment systemProceedings. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine and subsequent sanctions, could adversely affect our search for a Business Combination and any target business with which we may ultimately consummate a Business CombinationNone. The extent and duration of the Russian invasion of Ukraine, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in the “Risk Factors” section of our Annual Report on Form 10-K. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate a Business Combination, or the operations of a target business with which we may ultimately consummate a Business Combination, may be materially adversely affected.

~~Changes in~~Item ~~laws~~1A. orRisk ~~regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete a business combination and results of operations~~Factors.

~~We are~~Factors ~~subject~~that tocould ~~laws~~cause ~~and~~our ~~regulations~~actual ~~enacted~~results ~~by national, regional and local governments. In particular, we will be required~~ to ~~comply~~differ ~~with~~materially ~~certain~~from ~~SEC~~those ~~and~~in ~~other~~this ~~legal~~report ~~requirements.~~include ~~Compliance~~the ~~with,~~risk ~~and~~factors ~~monitoring~~described ~~of,~~in ~~applicable~~our ~~laws~~Annual ~~and~~Report ~~regulations~~on ~~may~~Form ~~be difficult, time~~10-~~consuming~~K ~~and~~for ~~costly.~~the ~~Those~~year ~~laws~~ended ~~and regulations and their interpretation and application may also change from time to time and~~December ~~those~~31, ~~changes~~2021 ~~could~~filed ~~have~~with athe ~~material~~SEC ~~adverse effect~~ on ~~our~~March ~~business~~31, ~~investments,~~2022. ~~and~~As ~~results~~ of ~~operations.~~the Indate ~~addition,~~of athis ~~failure~~Quarterly ~~to comply with applicable laws or regulations~~Report, asthere ~~interpreted and applied, could~~ have abeen no material ~~adverse~~changes ~~effect~~to onthe ~~our~~risk ~~business, including~~factors ~~our~~disclosed ~~ability~~in toour ~~negotiate~~Annual ~~and~~Report ~~complete~~filed ~~a Business Combination and results of operations of target business~~ with ~~which~~the weSEC, ~~may~~except ~~ultimately consummate~~as adescribed ~~Business Combination~~below.

~~On March~~Our ~~30,~~search ~~2022,~~for ~~the~~a ~~SEC~~Business ~~issued proposed rules (the “2022 Proposed Rules”) relating to~~Combination, ~~among~~and ~~other items, enhancing disclosures~~any intarget business ~~combination~~with ~~transactions~~which ~~involving~~we ~~special~~may ~~purpose~~ultimately ~~acquisition~~consummate ~~companies~~a ~~(“SPACs”)~~Business ~~and~~Combination, ~~private~~may ~~operating~~be ~~companies; amending~~materially ~~the~~adversely ~~financial~~affected ~~statement~~by ~~requirements applicable to transactions involving shell companies; effectively limiting~~ the ~~use of projections~~geopolitical inconditions ~~SEC~~resulting ~~filings~~from ~~in connection with proposed business combination transactions; increasing~~ the ~~potential~~recent ~~liability~~invasion of ~~certain~~Ukraine ~~participants in~~by ~~proposed~~Russia ~~business combination transactions;~~ and ~~the~~subsequent ~~extent~~sanctions toagainst ~~which~~Russia, ~~SPACs~~Belarus ~~could~~and ~~become~~related ~~subject to regulation under the Investment~~individuals ~~Company~~and ~~Act.~~entities ~~These~~and ~~rules, if adopted, whether in~~ the ~~form~~status ~~proposed~~of ordebt inand ~~revised~~equity ~~form~~markets, ~~and~~as ~~certain~~well ~~interpretations~~as ~~expressed~~protectionist bylegislation ~~the SEC~~ in ~~connection therewith, may materially adversely affect~~ our ~~ability~~target ~~to negotiate and complete our initial business combination and may increase the costs and time related thereto~~markets.

17United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

~~Item~~Any of the abovementioned factors, or any other negative 2impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine and subsequent sanctions, could adversely affect our search for a Business Combination and any target business with which we may ultimately consummate a Business Combination. ~~Unregistered~~The ~~Sales~~extent and duration of ~~Equity~~the ~~Securities~~Russian invasion of Ukraine, resulting sanctions and ~~Use~~any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of ~~Proceeds~~time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in the “Risk Factors” section of our Annual Report on Form 10-K. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate a Business Combination, or the operations of a target business with which we may ultimately consummate a Business Combination, may be materially adversely affected.

~~None~~Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete a business combination and results of operations.

~~Item~~We are subject to laws and regulations enacted by 3national, regional and local governments. ~~Defaults~~In ~~Upon~~particular, ~~Senior~~we ~~Securities~~will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time-consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete a Business Combination and results of operations of target business with which we may ultimately consummate a Business Combination.

~~None~~On March 30, 2022, the SEC issued proposed rules (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving special purpose acquisition companies (“SPACs”) and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act. These rules, if adopted, whether in the form proposed or in revised form, and certain interpretations expressed by the SEC in connection therewith, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

~~Item 4~~A new U.S. ~~Mine~~federal ~~Safety~~excise tax ~~Disclosures~~could be imposed on us in connection with redemptions of our shares.

~~Not~~On August 16, 2022, the Inflation ~~Applicable~~Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. If we were to acquire a domestic corporation or engage in a transaction in which a domestic corporation becomes our parent or our affiliate and our securities trade on US stock exchange, we may become a “covered corporation” within the meaning of the IR Act. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax; however, no guidance has been issued to date. The IR Act applies only to repurchases that occur after December 31, 2022.

~~Item~~Whether and to what extent we would be subject to 5the excise tax in connection with a Business Combination or otherwise, would depend on a number of factors, including (i) the structure of a Business Combination, (ii) the fair market value of the redemptions and repurchases in connection with the Business Combination or otherwise, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. ~~Other~~In ~~Information~~addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination or a reduction in the cash available for a redemption of the public shares in connection with a Business Combination or otherwise.

~~None.~~18

Item 6 2. ~~Exhibits~~Unregistered Sales of Equity Securities and Use of Proceeds.

~~The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q~~None.

18Item 3. Defaults Upon Senior Securities.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of 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
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension 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)

None.

*Item ~~Filed herewith~~4. **Mine ~~Furnished~~Safety ~~herewith~~Disclosures.

19Not Applicable.

~~SIGNATURES~~Item 5. Other Information.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~None.

	Counter Press Acquisition Corporation
Date: August 8, 2022	By:	/s/ Paul Conway
	Name:	Paul Conway
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: August 8, 2022	By:	/s/ Michael Kalt
	Name:	Michael Kalt
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Item 6. Exhibits.

20The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

Exhibit No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of 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
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension 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.
**		Furnished herewith.

SIGNATURES

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

	Counter Press Acquisition Corporation

Date: November 14, 2022	By:	/s/ Paul Conway
	Name:	Paul Conway
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: November 14, 2022	By:	/s/ Michael Kalt
	Name:	Michael Kalt
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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