10-Q

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2023

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

For the transition period from

Leo Holdings Corp. II

(Exact name of registrant as specified in its charter)


Cayman Islands	001-39865	98-1574497
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

Albany Financial Center, South Ocean Blvd, Suite #507, P.O. Box SP-63158 , New Providence , Nassau, The Bahamas		n/a
(Address Of Principal Executive Offices)		(Zip Code)

(

310

)

800-1000

Registrant’s telephone number, including area code

Not Applicable

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant	LHC.U	New York Stock Exchange
Class A ordinary shares	LHC	New York Stock Exchange

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

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

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

12b-2ofthe

Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of November

, 2023, 3,989,197 Class A ordinary shares, par value $0.0001 per share, and 9,375,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

Leo Holdings Corp. II

Form 10-Q

Table of Contents


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements		1
	Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022		1
	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine months Ended September 30, 2023 and 2022		2
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Nine months Ended September 30, 2023 and 2022		3
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine months Ended September 30, 2023 and 2022		4
	Notes to Unaudited Condensed Consolidated Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		25
Item 4.	Controls and Procedures		25

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		26
Item 1A.	Risk Factors		26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		26
Item 3.	Defaults Upon Senior Securities		26
Item 4.	Mine Safety Disclosures		26
Item 5.	Other Information		26
Item 6.	Exhibits		27

PART I. FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

LEO HOLDINGS CORP. II

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30, 2023			December 31, 2022
	(Unaudited)
Assets:
Current assets:
Cash	$	591		$	591
Prepaid expenses		31,640			16,232

Total current assets		32,231			16,823
Investments held in Trust Account		—			380,360,382
Cash held in Trust Account		49,753,112			—

Total Assets	$	49,785,343		$	380,377,205

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	1,280,496		$	363,744
Accounts payable - related party		170,000			80,000
Accrued expenses - related party		236,465			176,804
Convertible Extension Note - related party		2,160,000			—

Total current liabilities		3,846,961			620,548
Deferred underwriting commissions		13,125,000			13,125,000
Warrant liabilities		321,295			320,834

Total liabilities		17,293,256			14,066,382

Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 4,575,964 and 37,500,000 shares issued and outstanding at approximately $10.85 and $10.14 per share of redemption value as of September 30, 2023 and December 31, 2022, respectively		49,653,112			380,260,382
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of September 30, 2023 and December 31, 2022		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding as of September 30, 2023 and December 31, 2022		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 9,375,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022		937			937
Accumulated deficit		(17,161,962	)		(13,950,496	)

Total shareholders’ deficit		(17,161,025	)		(13,949,559	)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	49,785,343		$	380,377,205

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

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LEO HOLDINGS CORP. II

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Three Months Ended September 30,						For the Nine Months Ended September 30
	2023			2022			2023			2022
Operating expenses
General and administrative expenses	$	223,613		$	214,271		$	961,005		$	721,651
General and administrative expenses - related party		30,000			30,000			90,000			90,000

Loss from operations		(253,613	)		(244,271	)		(1,051,005	)		(811,651	)
Other income:
Change in fair value of warrant liabilities		—			802,084			(461	)		8,822,917
Interest from cash and investments held in Trust Account		389,407			1,199,335			1,472,062			1,466,162

Other income, net		389,407			2,001,419			1,471,601			10,289,079

Net income	$	135,794		$	1,757,148		$	420,596		$	9,477,428

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		4,575,964			37,500,000			6,028,495			37,500,000

Basic and diluted net income per Class A ordinary share	$	0.01		$	0.04		$	0.03		$	0.20

Weighted average shares outstanding of Class B ordinary shares, basic and diluted		9,375,000			9,375,000			9,375,000			9,375,000

Basic and diluted net income per Class B ordinary share	$	0.01		$	0.04		$	0.03		$	0.20

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

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LEO HOLDINGS CORP. II

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023


	Ordinary Shares								Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Class A				Class B
	Shares		Amount		Shares		Amount
Balance – December 31, 2022		—	$	—		9,375,000	$	937	$	—	$	(13,950,496	)	$	(13,949,559	)
Increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—		—		—		(1,426,033	)		(1,426,033	)
Net income		—		—		—		—		—		382,104			382,104

Balance – March 31, 2023 (unaudited)		—		—		9,375,000		937		—		(14,994,425	)		(14,993,488	)
Increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—		—		—		(1,096,622	)		(1,096,622	)
Net loss		—		—		—		—		—		(97,302	)		(97,302	)

Balance – June 30, 2023 (unaudited)		—		—		9,375,000		937		—		(16,188,349	)		(16,187,412	)
Increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—		—		—		(1,109,407	)		(1,109,407	)
Net income		—		—		—		—		—		135,794			135,794

Balance – September 30, 2023 (unaudited)		—	$	—		9,375,000	$	937	$	—	$	(17,161,962	)	$	(17,161,025	)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


	Ordinary Shares								Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Class A				Class B
	Shares		Amount		Shares		Amount
Balance - December 31, 2021		—	$	—		9,375,000	$	937	$	—	$	(21,848,186	)	$	(21,847,249	)
Net income		—		—		—		—		—		3,519,480			3,519,480

Balance - March 31, 2022 (unaudited)		—		—		9,375,000		937		—		(18,328,706	)		(18,327,769	)
Increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—		—		—		(199,811	)		(199,811	)
Net income		—		—		—		—		—		4,200,800			4,200,800

Balance - June 30, 2022 (unaudited)		—		—		9,375,000		937		—		(14,327,717	)		(14,326,780	)
Increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—		—		—		(1,199,335	)		(1,199,335	)
Net income		—		—		—		—		—		1,757,148			1,757,148

Balance - September 30, 2022 (unaudited)		—	$	—		9,375,000	$	937	$	—	$	(13,769,904	)	$	(13,768,967	)

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

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LEO HOLDINGS CORP. II

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Nine Months Ended September 30,
	2023			2022
Cash Flows from Operating Activities:
Net income	$	420,596		$	9,477,428
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities		461			(8,822,917	)
Net gain from cash and investments held in Trust Account		(1,472,062	)		(1,466,162	)
Change in operating assets and liabilities:
Prepaid expenses		(15,408	)		301,606
Accounts payable		916,752			250,588
Accounts payable - related party		90,000			50,000
Accrued expenses - related party		59,661			49,172

Net cash used in operating activities		—			(160,285	)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		(2,160,000	)		—
Cash withdrawn from Trust Account in connection with redemptions		334,239,331			—

Net cash provided by investing activities		332,079,331			—

Cash Flows from Financing Activities:
Proceeds from Convertible Extension Note - Related Party		2,160,000			—
Redemption of Ordinary shares		(334,239,331	)		—

Net cash used in financing activities		(332,079,331	)		—

Net change in cash		—			(160,285	)
Cash - beginning of the period		591			160,991

Cash - end of the period	$	591		$	706

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

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LEO HOLDINGS CORP. II

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Description of Organization, Business Operations and Going Concern

Organization and General

Leo Holdings Corp. II (the “Company”) was incorporated as a Cayman Islands exempted company on September 1, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

Leo Holdings Corp. II has two wholly owned subsidiaries, Glimpse Merger Sub, Inc (“Merger Sub I”), a Delaware corporation, which was formed on January 5, 2023 and Glimpse Merger Sub II, LLC (“Merger Sub I”), a Delaware corporation, which was formed on January 9, 2023. Leo Holdings Corp. II and its subsidiaries are collectively referred to as “the Company”.

As of September 30, 2023, the Company had not commenced any operations. All activity for the period from September 1, 2020 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Company’s Initial Public Offering, the search for a potential target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates

non-operating

income in the form of interest income on cash and investments held in the Trust Account (as defined below) from the proceeds derived from the Initial Public Offering.

Sponsor and Financing

The Company’s sponsor is Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated its Initial Public Offering of 37,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 2,500,000 additional Units to partially cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $375.0 million, and incurring offering costs of approximately $21.3 million, of which approximately $13.1 million was in respect of deferred underwriting commissions (Note 6).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,666,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $10.0 million, and incurring offering costs of approximately $10,000 (Note 4).

Trust Account

Upon the closing of the Initial Public Offering and the Private Placement, $375.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule

2a-7

of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. As of September 30, 2023, the funds in the Trust are held in a demand deposit account.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes paid or payable on income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

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

per-share

amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material

non-public

information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination by November 12, 2023 (or October 12, 2024 upon the monthly extension payment as described below) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at

a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to fund the Company’s regulatory compliance requirements, and other costs related thereto and/or to pay the Company’s income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

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The Sponsor agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

As of September 30, 2023, the Company had approximately $591 in its operating bank account and working capital deficit of approximately $3.8 million.

The Company’s liquidity needs through Initial Public Offering have been satisfied through a contribution of $25,000 from the Sponsor to cover certain of the Company’s expenses in exchange for the issuance of the Founder Shares and the loan of approximately $169,000 from the Sponsor pursuant to the Note (as defined in Note 5). The Company repaid the Note in full on January 19, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 5). As of September 30, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loan.

The Company may need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of its Sponsor, or officers or directors. The Company’s officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, reducing overhead expenses, and extending the terms and due dates of certain accrued expenses and other liabilities. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Based upon the analysis above, management has determined that the above conditions indicate that it may be probable that the Company would not be able to meet its obligations within one year after the date that the financial statements are available to be issued. In connection with the Company’s assessment of going concern considerations in accordance with FASB accounting Standards Update (“ASU”)

2014-15,

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity needs, and mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. An initial Business Combination was not consummated by November 12, 2023 and no monthly extension payment was made, so there will be a mandatory liquidation and subsequent dissolution of the Company. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 12, 2023 (or October 12, 2024, upon the monthly extension payment as described below). The condensed consolidated financial statements do not include any adjustment that might be necessar

y due to the mandatory liquidation and subsequent dissolution of the Company.

Terminated Business Combination

On January 12, 2023, the Company, Glimpse Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of the Company (“Merger Sub I”), Glimpse Merger Sub II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of the Company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and World View Enterprises Inc., a Delaware corporation (“World View”) entered into an Agreement and Plan of Merger (as amended and restated by that certain Amended and Restated Agreement and Plan of Merger, dated as of September 13, 2023, as amended on October 12, 2023, the “Business Combination Agreement”). For information on the amendments, see “Amendments to Business Combination Agreement” below. World View and the Company are collectively referred to as the “Parties.”

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Pursuant to the Agreement, it was anticipated that (a) Merger Sub I would merge with an into World View (the “First Merger”), with World View being the surviving corporation of the First Merger; and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, World View would merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II being the surviving company of the Second Merger (Merger Sub II, in its capacity as the surviving company of the Second Merger, the “Surviving Company”), and as a result of which the Surviving Company will become a wholly owned Subsidiary of the Company.

The Mergers and the other transactions contemplated by the Agreement are hereinafter referred to as the “Terminated Business Combination.”

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the First Merger, each outstanding share of common stock, par value

$0.00001

of World View (the “World View Common Stock”) (including shares of World View Common Stock resulting from the conversion of preferred stock, convertible notes and simple agreements for future equity of World View) would have been converted into the right to receive the number of shares of Company Common Stock equal to Per Share Merger Consideration. The total consideration to be paid at the closing to the selling parties in connection with the Business Combination Agreement would have been approximately

$350,000,000

(subject to certain adjustments as set forth in the Agreement, including with respect to the sponsor promote value, certain

transaction

expenses and the cash and debt of World View).

Concurrently with the execution of the Business Combination Agreement, (i) the Company, (ii) the Sponsor, Lori Bush (“Bush”), Mary E. Minnick (“Minnick”), Naveen Agarwal (“Agarwal”), Scott Flanders (“Flanders”), Imran Khan (“Khan”), Scott McNealy (“McNealy”) and Mark Masinter (“Masinter”, and together with Bush, Minnick, Agarwal, Flanders, Khan, McNealy and the Sponsor, the “Sponsor Parties”) and (iii) World View, entered into a Sponsor Agreement (the “Sponsor Agreement”), pursuant to which, among other things, the Sponsor Parties agreed to (i) vote in favor of the Transaction Proposals (as such term is defined in the Agreement) and the transactions contemplated thereby, (ii) waive the anti-dilution or similar protections with respect to the Class B ordinary shares, par value

$0.0001

per share of the Company held by the Sponsor Parties and (iii) not redeem any of their shares in connection with the vote to approve the Company’s business combination.

On November 12, 2023, the Company determined that it would not be able to consummate a Business Combination within the time period required by the Company’s amended and restated memorandum and articles of association. As such, the Company intends to dissolve and liquidate in accordance with the Company’s amended and restated memorandum and articles of association and determined to redeem all outstanding Class A ordinary shares on or about December 4, 2023 (see “Liquidation, Dissolution and Winding up of the Company and Redemption of Class A Ordinary Shares” below).

On November 20, 2023, the Company and

World

View entered into a termination agreement (the “Termination Agreement”), effective as of such date, pursuant to which the parties agreed to mutually terminate the Business Combination Agreement. The parties determined to terminate the Business Combination Agreement and elected to not consummate the Terminated Business Combination given challenging market conditions.

Pursuant to the Termination Agreement, among other things, each of the Company and World View have also agreed on behalf of themselves and their respective related parties, to a release of claims relating to the Business Combination Agreement, the transactions contemplated under the Business Combination Agreement and the termination of the Business Combination Agreement.

Amendments to Business Combination Agreement

On September 13, 2023, the Company, Merger Sub I, Merger Sub II and World View, entered into the Amended and Restated Agreement and Plan of Merger (the “First Amendment”), which amends the previously announced Agreement and Plan of Merger, dated as of January 12, 2023 (the “Prior Agreement”).

Pursuant to the First Amendment, the Company and World View have agreed to, among other things, amend the Prior Agreement to: (a) provide that at or prior to the closing of the business combination (the “Closing”), World View will repay all indebtedness that is not convertible into or exchangeable for shares of World View common stock or other equity securities of World View; (b) add (i) a condition to each Party’s obligations to consummate the business combination that certain approvals from the Committee on Foreign Investment in the United States (“CFIUS”) shall have been obtained and be in full force and effect and (ii) a right of either Party to terminate the Business Combination Agreement if CFIUS notifies the Parties in writing that CFIUS has recommended or intends to recommend in a report that the President prohibit the business combination (a “CFIUS Turndown”); provided, that the right to terminate the Business Combination Agreement as described in this clause (b)(ii) shall not be available to any Party if the CFIUS Turndown is primarily a result of any breach by such Party; (c) add (i) a new definition for “Aggregate Post-Signing Company Convertible Note Merger Consideration,” which means a number of shares of common stock of the Company payable to all holders of Post-Signing Company Convertible Notes pursuant to the Post-Signing Company Convertible Notes, and (ii) a new definition for “Share Merger Consideration” that is substantially identical to the Prior Agreement’s definition of “Merger Consideration,” except that for purposes of the definition, the sum of the Parent Transaction Expenses and the Company Transaction Expenses shall not exceed

$25,000,000; (d) amend (i) the definition of “Closing Cash” to (A) exclude any proceeds related to the Post-Signing Company Convertible Notes and (B) provide that Closing Cash may not be less than $0.00, (ii) the definition of “Closing Indebtedness” to exclude $3,882,210, which is the principal amount associated with the secured promissory note, dated September 13, 2023, by and between World View and Leo Investors II Limited Partnership, (iii) the definition of “Company Convertible Notes” to exclude Post-Signing Company Convertible Notes, (iv) the definition of “Company Fully Diluted Shares” to exclude (A) shares resulting from the conversion of Post-Signing Company Convertible Notes and (B) shares beneficially owned by the independent directors and certain strategic advisors of the Company, and their Affiliates or permitted transferees and assigns (collectively, the “Sponsor Parties”), (v) the definition of “Company Stockholders” to exclude shares beneficially owned by the Sponsor Parties, (vi) the definition of “Indebtedness” to exclude indebtedness from the Company Convertible Notes and Post-Signing Company Convertible Notes, (vii) the definition of “Merger Consideration” to include the Share Merger Consideration and the Aggregate Post-Signing Company Convertible Note Merger Consideration, and (viii) the definition of “Per Share Merger Consideration” to mean the quotient obtained by dividing (A) the Share Merger Consideration by (B) the Company Fully Diluted Shares, rounded down to the nearest whole number.

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On October 12, 2023, the Company, Merger Sub I, Merger Sub II and World View, entered into the Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), which amends the First Amendment solely for the purposes of amending Section 8.1(e) of the First Amendment. Pursuant to the Second Amendment, the Parties agreed to amend the definition of “Outside Date” in the First Amendment to be November 30, 2023.

Extension of Combination Period

On January 9, 2023, the Company held the First Extension Meeting (as defined below) to amend the Company’s amended and restated memorandum and articles of association (the “First Articles Amendment”) to extend the date (the “Termination Date”) by which the Company has to consummate a business combination from January 12, 2023 (the “Original Termination Date”) to April 12, 2023 (the “First Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to six times by an additional one month each time after the First Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until October 12, 2023, or a total of up to nine months after the Original Termination Date, unless the closing of the Company’s initial business combination shall have occurred prior to such date (the “First Extension Amendment Proposal”). The shareholders of the Company approved the First Extension Amendment Proposal at the Extension Meeting and on January 10, 2023, the Company filed the First Articles Amendment with the Registrar of Companies of the Cayman Islands.

As disclosed in the definitive proxy statement filed by the Company with the SEC on December 16, 2022 (the “Proxy Statement”), relating to the extraordinary general meeting of shareholders of the Company (the “First Extension Meeting”), the Sponsor agreed that if the First Extension Amendment Proposal is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will contribute to the Company as a loan, within five (5) business days of the date of the First Extension Meeting, $720,000 to be deposited into the Trust Account. In addition, in the event the Company does not consummate an initial business combination by the First Articles Extension Date, the Lender will contribute to the Company as a loan up to $1,440,000 in six equal installments to be deposited into the Trust Account for each of

six one-month extensions

following the Articles Extension Date.

Accordingly, on January 12, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $2,160,000 (the “First Extension Funding Promissory Note”) to the Sponsor (See Note 5), and the Sponsor funded the initial principal amount of $720,000. On April 12, 2023, May 12, 2023, June 12, 2023, July 12, 2023, August 9, 2023 and September 11, 2023, the Company drew an additional $240,000, for an aggregate of $1,440,000 and deposited it in the Trust Account. The First Extension Funding Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the First Extension Funding Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the First Extension Funding Promissory Note will be deposited in the Trust Account. Up to $1,500,000 of the total principal amount of the First Extension Funding Promissory Note may could be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.50 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company.

In connection with the vote to approve the First Extension Amendment Proposal, the holders of 32,924,036 Class A ordinary shares, par value $0.0001 per share, of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.15 per share, for an aggregate redemption amount of approximately $334.2 million.

On October 3, 2023, the Company cancelled the First Extension Funding Promissory Note.

3a51-1(g)(1)

of the Exchange Act) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares, irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal”). The shareholders of the Company approved the Second Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Second Extension Meeting and on October 12, 2023, the Company filed the Second Articles Amendment with the Registrar of Companies of the Cayman Islands.

As disclosed in the proxy statement relating to the Second Extension Meeting, the Lender agreed that if each of the Second Extension Amendment Proposal and the Redemption Limitation Amendment Proposal is approved, it will contribute to the Company as a loan, within ten (10) business days of the date of the Second Extension Meeting, with $240,000 to be deposited into the trust account established in connection with our initial public offering. In addition, in the event we do not consummate an initial business combination by November 12, 2023, the Lender will contribute to us as a loan up to $2,640,000 in eleven equal installments to be deposited into the Trust Account for each of eleven

one-month

extensions following November 12, 2023.

Accordingly, on October 16, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $2,880,000 (the “Second Extension Funding Promissory Note”) to the Sponsor and the Sponsor funded the initial principal amount of $240,000. The Second Extension Funding Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination by the extended termination date, the Second Extension Funding Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Second Extension Funding Promissory Note will be deposited in the Trust Account. Up to $1,500,000 of the total principal amount of the Second Extension Funding Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.50 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company. To date, the Company has borrowed $240,000 under the Second Extension Funding Promissory Note, which funds have been deposited into the Trust Account.

In connection with the vote to approve the Second Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 586,767 Class A Ordinary Shares (12.8% of the Class A Ordinary Shares outstanding prior to the Second Extension Meeting) properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.88 per share, for an aggregate redemption amount of approximately $6,385.788. After giving effect to the Second Articles Amendment Redemptions, there are 3,989,197 Class A Ordinary Shares outstanding.

On November 12, 2023, the Company determined not to extend the Termination Date by another month, and no additional funds were deposited into the Trust Account.

Liquidation, Dissolution and Winding up of the Company and Redemption of Class A Ordinary Shares

As the Company has not consummated an initial business combination by November 12, 2023, pursuant to the Amended and Restated Memorandum and Articles of Association, the Company’s board of directors has determined to (i) cease all operations except for the purpose of winding up; (ii) redeem all outstanding Class A ordinary shares on or about December 4, 2023, at a per-share price of approximately $10.95 per share (the “Per-Share Redemption Amount”), payable in cash, based on the amount in the Trust Account as of November 15, 2023, while retaining $100,000 of the interest earned on the Trust Account to pay dissolution expenses; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the holders of the Company’s Class B ordinary shares and the board of directors, liquidate and dissolve. Following the redemption, the shares of the Class A ordinary shares will no longer be outstanding and the warrants will expire in

accordance

with their terms upon our liquidation.

On November 17, 2023, trading of the Public Shares was suspended on the New York Stock Exchange (“NYSE”). We expect that the NYSE will thereafter file with the SEC a Form 25 Notification of Removal from Listing and/or Registration (“Form 25”) to delist and deregister the Public Shares under Section 12(b) of the Exchange Act. As a result, the Public Shares will no longer be listed on the NYSE. The Company thereafter intends to file a Form 15 Certification and Notice of Termination of Registration with the SEC, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated with respect to the Public Shares.

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Note 2 - Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form

10-Q

and Article 8 of Regulation

S-X

and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023 or for any future periods.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on

Form 10-K

for the year ended December 31, 2022, as filed with the SEC on March 20, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on

Form 10-K

for the year ended December 31, 2022, as filed with the SEC on March 20, 2023.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2023 and December 31, 2022.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and investments held in Trust Account. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.

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Investments Held in the Trust Account

The Company classifies its U.S. Treasury and equivalent securities as held to maturity in accordance with FASB Accounting Standard Codification (“ASC”) Topic 320, “Investments—Debt and Equity Securities.”

Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity

treasury securities are recorded at amortized cost on the accompanying consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At September 30, 2023, substantially all of the assets held in the Trust Account were held in a demand deposit account held by Continental Stock Transfer & Trust Company. At December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which invest primarily in U.S. Treasury securities. The money market funds are presented at fair value within the accompanying consolidated balance sheets, and fair value of the investments in the Trust Account is equal to the amortized cost basis of the money market funds.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets, except for warrant liabilities (see Note 10).

Fair Value Measurements

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

•

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

•

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

•

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

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

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic

815-40,

Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC

815-40”).

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

The Company accounts for its warrants issued in connection with its Initial Public Offering and Private Placement, as derivative warrant liabilities in accordance with

ASC 815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of warrants issued in connection with the Private Placement has been estimated using a Monte-Carlo simulation. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation model and subsequently been measured based on the market price at each measurement date when separately listed and traded. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as

non-operating

expenses in the consolidated statements of operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

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Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 4,575,964 and 37,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets, respectively.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional

paid-in

capital (to the extent available) and accumulated deficit.

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary share. Income and losses are shared pro rata between the two classes of ordinary share. Accretion associated with the redeemable shares of Class A ordinary share is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income 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 16,041,667 shares of Class A ordinary shares in the aggregate. As of September 30, 2023 and 2022, the Company did not have any other 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 income per ordinary share is the same as basic net income per ordinary share for the periods presented.

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


	For the Three Months Ended September 30,
	2023				2022
	Class A		Class B		Class A		Class B
Numerator:
Allocation of net income	$	44,541	$	91,253	$	1,405,718	$	351,430
Denominator:
Weighted average ordinary shares outstanding, basic and diluted		4,575,964		9,375,000		37,500,000		9,375,000
Basic and diluted net income per ordinary share	$	0.01	$	0.01	$	0.04	$	0.04

	For the Nine Months Ended September 30,
	2023				2022
	Class A		Class B		Class A		Class B
Numerator:
Allocation of net income	$	164,609	$	255,987	$	7,581,942	$	1,895,486
Denominator:
Weighted average ordinary shares outstanding, basic and diluted		6,028,495		9,375,000		37,500,000		9,375,000
Basic and diluted net income per ordinary share	$	0.03	$	0.03	$	0.20	$	0.20

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Income Taxes

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must

be more-likely-than-not to

be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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

Recent Accounting Pronouncements

In June 2022, the FASB issued

ASU 2022-03, ASC

Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the unaudited condensed consolidated financial statements.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements.

Note 3 - Initial Public Offering

On January 12, 2021, the Company consummated its Initial Public Offering of 37,500,000 Units, including 2,500,000 additional Units to partially cover over-allotments, at $10.00 per Unit, generating gross proceeds of $375.0 million, and incurring offering costs of approximately $21.3 million, of which approximately $13.1 million was in respect of deferred underwriting commissions (Note 6).

Each Unit consists of one Class A ordinary share, and

one-fourth

of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9).

Note 4 - Private Placement

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,666,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $10.0 million, and incurring offering costs of approximately $10,000.

Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50

per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. The Private Placement Warrants will expire worthless, as the Company did not complete a business combination within the Combination Period. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

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

days after the completion of the initial business combination.

Note 5 - Related Party Transactions

Founder Shares

On September 9, 2020, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 10,062,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In December 2020, the Sponsor transferred 30,000 Founder Shares to each of the Company’s directors and 90,000 shares in the aggregate to the Company’s strategic advisors. The Sponsor agreed to forfeit up to 1,312,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on January 12, 2021 to purchase an addition of 2,500,000 Units, with the remaining portion of the over-allotment option expiring at the conclusion of the

45-day

option period. As a result of the expiration of the remaining over-allotment option, 687,500 Founder Shares were forfeited.

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$12.00

per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any

20 trading days within

any 30-trading day

period commencing at least 150

days after the initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

On September 5, 2023, (i) the Company, the Sponsor and New Vista Private Capital II, LLC, the (“Consultant”), entered into an agreement for consulting services related to the Merger Agreement dated January 12, 2023 (the “Independent Consultant Agreement”) and (ii) the Consultant, Leo Founders II Limited, an exempted company incorporated in the Cayman Islands (the “Assignor”), Leo Investors GP II Limited, an exempted company incorporated in the Cayman Islands, and the Sponsor, entered into an Assignment Agreement (the “Assignment Agreement”), pursuant to which, (a) the Assignor agreed to contribute an aggregate of $10,025,000

by way of capital contribution to the Sponsor, and (b) in exchange for the completion of the work product described above, and subject to the successful consummation of the business combination, in lieu of the consideration provided for in the term sheet, the Assignor agreed to assign to the Consultant an economic interest equal to twenty percent

(20%)

of the Assignor’s Class B-1 Interests only in the Sponsor (after giving effect to any forfeitures or transfers by the Sponsor to any other persons or entities) (the “Assigned Interest”), upon the terms and subject to the conditions set forth in the Assignment Agreement. As such, upon the consummation of the business combination, following the forfeiture of

4,597,500

Founder Shares immediately prior to the closing of the business combination and assuming there have been no additional forfeitures or transfers by the Sponsor to any other persons or entities, the Consultant will hold an Assigned Interest equivalent to

919,500

shares of the post-business combination company.

The Founder Shares will automatically convert into Class A Ordinary Shares at the time of the business combination on a

one-for-one

basis, subject to adjustment as described in the Company’s certificate of incorporation and will be transferred to the Consultant at expiry of the lock-up period.

The assignment of the interest in Founder Shares to the Company’s consultant is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the indirect interest in 919,500 Founder Shares granted to the Company’s consultant

was $0 or $0 p

er share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a business combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of September 30, 2023, the Company determined that a business combination was not sufficiently certain to be considered probable, and, therefore,

stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a business combination is considered probable (i.e., upon consummation of a business combination) in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.

Related Party Loans

On September 8, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was

non-interest

bearing and payable upon the completion of the Initial Public Offering. On January 12, 2021, the Company borrowed approximately $169,000 under the Note. The Company repaid the Note in full on January 19, 2021. Subsequent to the repayment, the facility was no longer available to the Company.

In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lenders’ discretion, up to

$1.5

million of such Working Capital Loans may be convertible into warrants of the post business combination entity at a price of

$1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans.

On January 12, 2023, in connection with the First Articles Amendment, the Company issued the Extension Funding Promissory Note to the Sponsor for the extension payments and the Sponsor funded the initial principal amount of $720,000. The Extension Funding Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Extension Funding Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Extension Funding Promissory Note will be deposited in the Trust Account. Up to $1,500,000 of the total principal amount of the Extension Funding Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.50 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company. As of October 3, 2023, in connection with the Secured Notes (as defined below) transaction, the Company’s board cancelled and waived payment of the Extension Funding Promissory Note. As of December 31, 2022, the Company had $0 of borrowings under the Extension Funding Promissory Note.

On October 16, 2023, in connection with the Second Articles Amendment, the Company issued an unsecured promissory note in the total principal amount of up to $2,880,000 (the “Second Extension Funding Promissory Note”) to the Sponsor. The Second Extension Funding Promissory Note does not bear interest and matures upon the Closing. In the event that the Company does not consummate a business combination by the extended termination date, the Second Extension Funding Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. Up to $1,500,000 of the total principal amount of the Second Extension Funding Promissory Note may be converted, in whole or in part, at the option of the Sponsor into warrants of New World View at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company has borrowed $240,000 under the Second Extension Funding Promissory Note, which funds have been deposited into the Trust Account.

Administrative Support Agreement

Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company commencing with the closing of the Initial Public Offering. Upon completion of the initial

usiness

ombination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred approximately $30,000 and $90,000 in expenses in connection with such services for the three and nine months ended September 30, 2023, respectively, as reflected in the accompanying condensed consolidated statements of operations. The Company incurred approximately $30,000 and $90,000 in expenses in connection with such services for the three and nine months ended September 30, 2022, respectively, as reflected in the accompanying condensed consolidated statements of operations. As of September 30, 2023 and December 31, 2022, there were $170,000 and $80,000 outstanding, respectively, included in accounts payable—related party in the accompanying condensed consolidated balance sheets.

In addition, the Company will reimburse the Sponsor for any

out-of-pocket

expenses incurred in connection with activities on the Company’s behalf. The Company’s board will review all payments that were made by the Sponsor, officers, directors of the Company or their affiliates and will determine which expenses will be reimbursed. There is no cap or ceiling on the reimbursement of

out-of-pocket

expenses incurred by such persons in connection with activities on behalf of the Company. For the three months ended September 30, 2023, and 2022, the Company recorded approximately $2,200 and $0, respectively, in expenses in connection with compliance services with the related party. For the nine months ended September 30, 2023, and 2022, the Company recorded approximately $59,700 and $0, respectively, in expenses in connection with compliance services with the related party. As of September 30, 2023, and December 31, 2022, there were approximately $236,000 and $177,000, respectively, of outstanding accrued expenses—related party, as reflected in the accompanying condensed consolidated balance sheets.

Accounts Payable – Related Party

As of September 30, 2023, and December 31, 2022, $1,201,409 and $363,744, respectively, are payable to an affiliate of the Sponsor for payments made on the Company’s behalf. These amounts are included in the accounts payable, as reflected in the accompanying condensed consolidated balance sheets.

World View Subscription Agreement

On September 13, 2023, World View, as described above, and affiliates of the Sponsor (the “Subscribers”) entered into a subscription agreement, whereby World View issued an aggregate of 32,708,069 shares of World View common stock to the Subscribers, and, subject to the consummation of the business combination, the Sponsor agreed to forfeit for no consideration 4,597,500 Founder Shares immediately prior to the consummation of the transactions contemplated under the Business Combination Agreement, as described in Note 1.

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Note 6 - Commitments and Contingencies

Registration and Shareholder Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provided that the Company would not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable

lock-up

period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a

45-day

option from the final prospectus relating to the Initial Public Offering to purchase up to 5,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters partially exercised their over-allotment option on January 12, 2021 to purchase an additional 2,500,000 Over-Allotment Units. The remaining unexercised over-allotment option expired at the conclusion of the

45-day

option period.

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $7.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $13.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a

usiness

ombination, subject to the terms of the underwriting agreement.

On January 9, 2023, the Company and Deutsche Bank Securities Inc., one of the underwriters in the Company’s Initial Public Offering, entered into an agreement pursuant to which Deutsche Bank Securities Inc. waived all rights to its pro rata share of the Deferred Discount (as defined in the Underwriting Agreement, dated January 7, 2021, among the Company, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.) in connection with the Terminated Business Combination as described in Note 1. On January 23, 2023, Credit Suisse Securities (USA) LLC also waived its rights to receive such Deferred Discount in connection with the Terminated Business Combination as described in Note 1.

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

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

In February 2022, a military conflict started between Russia and Ukraine. The ongoing military conflict between Russia and Ukraine has provoked strong reactions from the United States, the UK, the European Union and various other countries around the world, including the imposition of broad financial and economic sanctions against Russia. Further, the precise effects of the ongoing military conflict and these sanctions on the global economies remain uncertain as of the date of these unaudited condensed consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed consolidated financial statements.

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Note 7 - Warrants

As of September 30, 2023 and December 31, 2022, the Company had 9,375,000 Public Warrants and 6,666,667 Private Placement Warrants outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a business combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than twenty business days, after the closing of a business combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The Public Warrants will expire five years

after the completion of a business combination or earlier upon redemption or liquidation.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a

usiness

ombination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be

non-redeemable

so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

if, and only if, the closing price of ordinary shares equals or exceeds $18.00 per share (as adjusted for share

sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within

a 30-trading day

period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the

30-day

redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act.

In addition, commencing on the day the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants):

•

in whole and not in part;

•

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

•

if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted for adjustments) for any 20 trading days within

the 30-trading day

period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

•

if the closing price of the Class A ordinary shares for any 20 trading days within

a 30-trading day

period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti—dilution Adjustments”), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

The “fair market value” of Class A ordinary shares shall mean the average last reported sale price of Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

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If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a

usiness

ombination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a

usiness

ombination on the date of the consummation of a

usiness

ombination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a

usiness

ombination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants for Class A ordinary shares” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants for Class A ordinary shares” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Note 8 - Class A Ordinary Shares Subject to Possible Redemption

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were 4,575,964 and 37,500,000 Class A ordinary shares outstanding, respectively, which were all subject to possible redemption and are classified outside of permanent equity in the condensed consolidated balance sheets.

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


Class A ordinary shares subject to possible redemption as of December 31, 2021	$	375,000,000
Increase in redemption value of Class A ordinary shares subject to possible redemption		5,260,382

Class A ordinary shares subject to possible redemption as of December 31, 2022		380,260,382
Redemptions of Class A ordinary shares		(334,239,331	)
Increase in redemption value of Class A ordinary shares subject to possible redemption		1,426,033

Class A ordinary shares subject to possible redemption as of March 31, 2023		47,447,084
Increase in redemption value of Class A ordinary shares subject to possible redemption		1,096,622

Class A ordinary shares subject to possible redemption as of June 30, 2023		48,543,706
Increase in redemption value of Class A ordinary shares subject to possible redemption		1,109,407

Class A ordinary shares subject to possible redemption as of September 30, 2023	$	49,653,112

Note 9 - Shareholders’ Deficit

Preference Shares

- The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2023, and December 31, 2022, there were no Preference Shares issued or outstanding.

Class

A Ordinary Shares

- The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2023, and December 31, 2022, there were 4,575,964 and 37,500,000 Class A ordinary shares outstanding, respectively, and all of which were subject to possible redemption and included as temporary equity (see Note 8). On January 12, 2023, in connection with the Extension Amendment Proposal, the holders of 32,924,036 Class A ordinary shares, with a par value of $0.0001 per share, elected to redeem their shares for cash at a redemption price of approximately $10.15 per share, for an aggregate amount of approximately $334.2 million.

Class

B Ordinary Shares

- The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of September 30, 2023, and December 31, 2022, there were 9,375,000 Class B ordinary shares outstanding.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders, except as required by law.

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The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day immediately following the consummation of the initial

usiness

ombination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an

as-converted

basis, 20% of the sum of (i) the total number of Class A ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial

usiness

ombination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial

usiness

ombination and any private placement warrants issued to the Sponsor upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

Note 10 - Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023, and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.


	Fair Value Measured as of September 30, 2023
	Level 1		Level 2		Level 3
Liabilities:
Warrant liabilities—public warrants	$	—	$	187,500	$	—
Warrant liabilities—private placement warrants	$	—	$	—	$	133,795


	Fair Value Measured as of December 31, 2022
	Level 1		Level 2		Level 3
Assets
Investments held in Trust Account – U.S. Treasury Securities	$	380,360,382	$	—	$	—
Liabilities:
Warrant liabilities—public warrants	$	187,500	$	—	$	—
Warrant liabilities—private placement warrants	$	—	$	—	$	133,334

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement, when the Public Warrants were separately listed and traded in March 2021. Due to the lack of an active market, the estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 fair value measurement during the three and nine months ended September 30, 2023. There were no other transfers during the three and nine months ended September 30, 2023, and 2022.

For periods where no observable traded price is available, the fair value of the Public Warrants has been estimated using a Monte-Carlo simulation model. For periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the observable listed price for such warrants. The fair value of the Private Warrants is determined using a Monte-Carlo simulation model. For the three months ended September 30, 2023, and 2022, the Company recognized a decrease/(increase) in the fair value of derivative warrant liabilities of approximately $0 and $802,000, and approximately $(461) and $8.8 million for the nine months ended September 30, 2023, and 2022, respectively, presented on the accompanying condensed statements of operations.

The change in the fair value of the Level 3 derivative warrant liabilities for the three and nine months ended September 30, 2023, and 2022 is summarized as follows:


Warrant liabilities as December 31, 2022	$	133,334
Change in fair value of warrant liabilities		(66,667	)

Warrant liabilities as March 31, 2023		66,667
Change in fair value of warrant liabilities		67,128

Warrant liabilities as June 30, 2023		133,795
Change in fair value of warrant liabilities		—

Warrant liabilities as September 30, 2023	$	133,795

Warrant liabilities as December 31, 2021	$	3,866,667
Change in fair value of warrant liabilities		(1,600,000	)

Warrant liabilities as March 31, 2022		2,266,667
Change in fair value of warrant liabilities		(1,733,333	)

Warrant liabilities as June 30, 2022		533,334
Change in fair value of warrant liabilities		(333,333	)

Warrant liabilities as September 30, 2022	$	200,000

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The estimated fair value of the Public and Private Placement Warrants, prior to the Public Warrants being traded in an active market, was determined using a Monte-Carlo simulation which utilizes Level 3 inputs. For periods subsequent to the detachment of the Public Warrants, the public warrants’ quoted market price was used. The Private Placement Warrants continue to be valued using a Monte-Carlo simulation. Inherent in a Monte-Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield

curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Any changes in these assumptions can change the valuation significantly.

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


	December 31, 2022			September 30, 2023

Exercise price	$	11.50		$	11.50
Stock price	$	10.09		$	10.65
Term (in years)		5.42			5.13
Volatility		4.9	%		9.0	%
Risk-free interest rate		3.91	%		4.04	%
Dividend yield		—			—

Note 11 - Subsequent Events

Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed consolidated financial statements were issued. Based upon this review, except as noted below, the Company did not identify any other subsequent event that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

On October 12, 2023, the Company, Merger Sub I, Merger Sub II and World View, entered into the Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), which amends the previously announced Agreement and Plan of Merger, dated as of January 12, 2023 (as amended and restated on September 13, 2023, the “Prior Agreement”) solely for the purposes of amending Section 8.1(e) of the Prior Agreement. World View and the Company are collectively referred to as the “Parties.” Pursuant to the Second Amendment, the Parties have agreed to amend the definition of “Outside Date” in the Prior Agreement to be November 30, 2023.

On October 12, 2023, the Company held the Second Extension Meeting, to amend the Company’s memorandum and articles of association (the “Second Articles Amendment”) to (i) extend the date (the “Termination Date”) by which the Company has to consummate a business combination from October 12, 2023 (the “Original Termination Date”) to November 12, 2023 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors if requested by Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership, and upon five days’ advance notice prior to the applicable deadlines, until October 12, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of an initial business combination shall have occurred prior thereto (the “Second Extension Amendment Proposal”) and (ii) remove the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than

$5,000,001

(the “Redemption Limitation”) in order to allow the Company to redeem public shares, irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal”). The shareholders of the Company approved the Second Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extension Meeting and on October 12, 2023, the Company filed the Second Articles Amendment with the Registrar of Companies of the Cayman Islands.

In connection with the vote to approve the Second Articles Amendment, the holders of 586,767 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.88 per share, for an aggregate redemption amount of approximately $6,385,788.

Accordingly, on October 16, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $2,880,000 (the “Second Extension Funding Promissory Note”) to the Sponsor and the Sponsor funded the initial principal amount of $240,000. The Second Extension Funding Promissory Note does not bear interest and matures upon Closing. In the event that the Company does not consummate a business combination by the extended termination date, the Second Extension Funding Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Second Extension Funding Promissory Note will be deposited in the Trust Account. Up to $1,500,000 of the total principal amount of the Second Extension Funding Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.50 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company. To date, the Company has borrowed $240,000 under the Second Extension Funding Promissory Note, which funds have been deposited into the Trust Account.

On November 20, 2023, the Company and World View entered into the Termination Agreement, effective as of such date, pursuant to which the parties agreed to mutually terminate the Business Combination Agreement. The parties determined to terminate the Business Combination Agreement and elected to not consummate the Terminated Business Combination given challenging market conditions. Pursuant to the Termination Agreement, among other things, each of the Company and World View have also agreed on behalf of themselves and their respective related parties, to a release of claims relating to the Business Combination Agreement, the transactions contemplated under the Business Combination Agreement and the termination of the Business Combination Agreement.

The Company did not consummate an initial business combination by November 12, 2023, as required under the Amended and Restated Memorandum and Articles of Association, and as a result, the Company has determined to redeem all of the issued and outstanding Public Shares on or about December 4, 2023. On November 17, 2023, trading of the Public Shares was suspended on the

NYSE

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on September 1, 2020. We were formed for the purpose entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses (the “Business Combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our sponsor is Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated its Initial Public Offering of 37,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 2,500,000 additional Units to partially cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $375.0 million, and incurring offering costs of approximately $21.3 million, of which approximately $13.1 million was for deferred underwriting commissions.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 6,666,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $10.0 million, and incurring offering costs of approximately $10,000.

Upon the closing of the Initial Public Offering and the Private Placement, $375.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account.

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

If we are unable to complete a business combination by November 12, 2023 (or October 12, 2023 upon the monthly extension payment as described below) (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to fund our regulatory compliance requirements, and other costs related thereto and/or to pay our income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Terminated Business Combination

On January 12, 2023, the Company, the Merger Subs, and World View entered into the Business Combination Agreement. For information on the amendments, see “Amendments to Business Combination Agreement” below.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the First Merger, each outstanding share of common stock, par value $0.00001 of World View (the “World View Common Stock”) (including shares of World View Common Stock resulting from the conversion of preferred stock, convertible notes and simple agreements for future equity of World View) would have been converted into the right to receive the number of shares of Company Common Stock equal to Per Share Merger Consideration. The total consideration to be paid at the closing to the selling parties in connection with the Business Combination Agreement would have been approximately $350,000,000 (subject to certain adjustments as set forth in the Agreement, including with respect to the sponsor promote value, certain transaction expenses and the cash and debt of World View).

Amendments to Business Combination Agreement

On September 13, 2023, the Company, Merger Sub I, Merger Sub II and World View, entered into the First Amendment, which amends the Prior Agreement.

Pursuant to the First Amendment, the Company and World View have agreed to, among other things, amend the Prior Agreement to: (a) provide that at Closing, World View will repay all indebtedness that is not convertible into or exchangeable for shares of World View common stock or other equity securities of World View; (b) add (i) a condition to each Party’s obligations to consummate the business combination that certain approvals from the CFIUS shall have been obtained and be in full force and effect and (ii) a right of either Party to terminate the Business Combination Agreement if a CFIUS Turndown occurs; provided, that the right to terminate the Business Combination Agreement as described in this clause (b)(ii) shall not be available to any Party if the CFIUS Turndown is primarily a result of any breach by such Party; (c) add (i) a new definition for “Aggregate Post-Signing Company Convertible Note Merger Consideration,” which means a number of shares of common stock of the Company payable to all holders of Post-Signing Company Convertible Notes pursuant to the Post-Signing Company Convertible Notes, and (ii) a new definition for “Share Merger Consideration” that is substantially identical to the Prior Agreement’s definition of “Merger Consideration,” except that for purposes of the definition, the sum of the Parent Transaction Expenses and the Company Transaction Expenses shall not exceed $25,000,000; (d) amend (i) the definition of “Closing Cash” to (A) exclude any proceeds related to the Post-Signing Company Convertible Notes and (B) provide that Closing Cash may not be less than $0.00, (ii) the definition of “Closing Indebtedness” to exclude $3,882,210, which is the principal amount associated with the secured promissory note, dated September 13, 2023, by and between World View and Leo Investors II Limited Partnership, (iii) the definition of “Company Convertible Notes” to exclude Post-Signing Company Convertible Notes, (iv) the definition of “Company Fully Diluted Shares” to exclude (A) shares resulting from the conversion of Post-Signing Company Convertible Notes and (B) shares beneficially owned by the independent directors and certain strategic advisors of the Company, and their Affiliates or permitted transferees and assigns (collectively, the “Sponsor Parties”), (v) the definition of “Company Stockholders” to exclude shares beneficially owned by the Sponsor Parties, (vi) the definition of “Indebtedness” to exclude indebtedness from the Company Convertible Notes and Post-Signing Company Convertible Notes, (vii) the definition of “Merger Consideration” to include the Share Merger Consideration and the Aggregate Post-Signing Company Convertible Note Merger Consideration, and (viii) the definition of “Per Share Merger Consideration” to mean the quotient obtained by dividing (A) the Share Merger Consideration by (B) the Company Fully Diluted Shares, rounded down to the nearest whole number.

On October 12, 2023, the Company, Merger Sub I, Merger Sub II and World View, entered into the Second Amendment, which amends the First Amendment solely for the purposes of amending Section 8.1(e) of the First Amendment. Pursuant to the Second Amendment, the Parties agreed to amend the definition of “Outside Date” in the First Amendment to be November 30, 2023.

Extension of Combination Period

On January 9, 2023, we held the First Extension Meeting to amend our amended and restated memorandum and articles of association (the “First Articles Amendment”) to extend the date (the “Termination Date”) by which we have to consummate a business combination from January 12, 2023 (the “Original Termination Date”) to April 12, 2023 (the “First Articles Extension Date”) and to allow us, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to six times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until October 12, 2023, or a total of up to nine months after the Original Termination Date, unless the closing of our initial business combination shall have occurred prior to such date (the “First Extension Amendment Proposal”). Our shareholders approved the First Extension Amendment Proposal at the Extension Meeting and on January 10, 2023, we filed the First Articles Amendment with the Registrar of Companies of the Cayman Islands.

As disclosed in the definitive proxy statement filed by us with the SEC on December 16, 2022 (the “Proxy Statement”), relating to the extraordinary general meeting of shareholders (the “Extension Meeting”), the Sponsor agreed that if the First Extension Amendment Proposal is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will contribute to us as a loan, within five (5) business days of the date of the Extension Meeting, $720,000 to be deposited into the trust account established in connection with our initial public offering. In addition, in the event we do not consummate an initial business combination by the First Articles Extension Date, the Lender will contribute to us as a loan up to $1,440,000 in six equal installments to be deposited into the Trust Account for each of six one-month extensions following the First Articles Extension Date.

On January 12, 2023, we issued an unsecured promissory note in the total principal amount of up to $2,160,000 (the “Extension Funding Promissory Note”) to the Sponsor and the Sponsor funded the initial principal amount of $720,000. The Extension Funding Promissory Note does not bear interest and matures upon closing of our initial business combination. In the event that we do not consummate a business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Extension Funding Promissory Note will be deposited in the Trust Account. Up to $1,500,000 of the total principal amount of the Extension Funding Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of us at a price of $1.50 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of us. As of September 30, 2022, an aggregate of $1,440,000 has been drawn down on the Promissory Note and deposited into the Trust Account to cover the extension through July 12, 2023. On July 12, 2023 and August 9, 2023, the Company drew an additional $240,000, for an aggregate of $480,000, under the Extension Funding Promissory Note and deposited it into the Trust Account to cover the extension through September 12, 2023.

In connection with the vote to approve the First Extension Amendment Proposal, the holders of 32,924,036 Class A ordinary shares, par value $0.0001 per share, of us properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.15 per share, for an aggregate redemption amount of approximately $334.2 million.

On October 3, 2023, the Company cancelled the Extension Funding Promissory Note.

On October 12, 2023, the Company held the Second Extension Meeting, to amend the Company’s memorandum and articles of association (the “Second Articles Amendment”) to (i) extend Termination Date from October 12, 2023 to November 12, 2023 (the “Second Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to eleven times by an additional one month each time after the Second Articles Extension Date, by resolution of the Company’s board of directors if requested by Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership, and upon five days’ advance notice prior to the applicable deadlines, until October 12, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of an initial business combination shall have occurred prior thereto (the “Second Extension Amendment Proposal”) and (ii) remove the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act, of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares, irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal”). The shareholders of the Company approved the Second Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Second Extension Meeting and on October 12, 2023, the Company filed the Second Articles Amendment with the Registrar of Companies of the Cayman Islands. As disclosed in the proxy statement relating to the Second Extension Meeting, the Lender agreed that if each of the Second Extension Amendment Proposal and the Redemption Limitation Amendment Proposal is approved, it will contribute to the Company as a loan, within ten (10) business days of the date of the Second Extension Meeting, with $240,000 to be deposited into the trust account established in connection with our initial public offering. In addition, in the event we do not consummate an initial business combination by November 12, 2023, the Lender will contribute to us as a loan up to $2,640,000 in eleven equal installments to be deposited into the Trust Account for each of eleven one-month extensions following November 12, 2023.

Accordingly, on October 16, 2023, the Company issued a second extension funding unsecured promissory note in the total principal amount of up to $2,880,000 (the “Second Extension Funding Promissory Note”) to the Sponsor and the Sponsor funded the initial principal amount of $240,000. The Second Extension Funding Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Second Extension Funding Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Second Extension Funding Promissory Note will be deposited in the Trust Account. Up to $1,500,000 of the total principal amount of the Second Extension Funding Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.50 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company. To date, the Company has borrowed $240,000 under the Second Extension Funding Promissory Note, which funds have been deposited into the Trust Account.

On November 12, 2023, the Company determined not to extend the Termination Date by another month, and no additional funds were deposited into the Trust Account.

Liquidation, Dissolution and Winding up of the Company and Redemption of Class A Ordinary Shares

As the Company has not consummated an initial business combination by November 12, 2023, pursuant to the Amended and Restated Memorandum and Articles of Association, the Company’s board of directors has determined to (i) cease all operations except for the purpose of winding up; (ii) redeem all outstanding Class A ordinary shares on or about December 4, 2023, at the Per-Share Redemption Amount, payable in cash, based on the amount in the Trust Account as of November 15, 2023, while retaining $100,000 of the interest earned on the Trust Account to pay dissolution expenses; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the holders of the Company’s Class B ordinary shares and the board of directors, liquidate and dissolve. Following the redemption, the shares of the Class A ordinary shares will no longer be outstanding and the warrants will expire in accordance with their terms upon our liquidation.

On November 17, 2023, trading of the Public Shares was suspended on the NYSE. We expect that the NYSE will thereafter file with the SEC a Form 25 to delist and deregister the Public Shares under Section 12(b) of the Exchange Act. As a result, the Public Shares will no longer be listed on the NYSE. The Company thereafter intends to file a Form 15 Certification and Notice of Termination of Registration with the SEC, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated with respect to the Public Shares.

Liquidity and Going Concern

As of September 30, 2023, we had approximately $591 in our operating account and working capital deficit of approximately $3.8 million.

Our liquidity needs had been satisfied through a payment of $25,000 from our Sponsor to cover certain of our expenses in exchange for the issuance of the Founder Shares, a loan of approximately $169,000 from our Sponsor pursuant to a promissory note. We repaid the promissory note in full on January 19, 2021. Subsequent from the consummation of the Initial Public Offering, our liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loan. As of September 30, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loan.

We may need to raise additional capital through loans or additional investments from our Sponsor, an affiliate of our Sponsor, or our officers or directors. Our officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, reducing overhead expenses, and extending the terms and due dates of certain accrued expenses and other liabilities. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Based upon the analysis above, management has determined that the above conditions indicate that it may be probable that we would not be able to meet its obligations within one year after the date that the unaudited condensed consolidated financial statements are available to be issued. In connection with our assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that the liquidity condition and mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. An initial business combination was not consummated by November 12, 2023, so there will be a mandatory liquidation and subsequent dissolution of the Company. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after November 12, 2023 (or October 12, 2024 upon the monthly extension payment as described in Note 1). The unaudited condensed consolidated financial statements do not include any adjustment that might be necessary due to the mandatory liquidation and subsequent dissolution of the Company.

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

Results of Operations

Our entire activity since inception up to September 30, 2023 was in preparation for our formation and the Initial Public Offering, and since the closing of the Initial Public Offering, the search for business combination candidates. We will not be generating any operating revenues until the closing and completion of our initial business combination.

For the three months ended September 30, 2023, we had net income of approximately $136,000, which consisted of approximately $389,000 of net gain on the cash and investments held in the Trust Account, partially offset by approximately $224,000 general and administrative expenses and $30,000 in related party general and administrative expenses.

For the three months ended September 30, 2022, we had net income of approximately $1.8 million, which consisted of a gain of approximately $802,000 in change in the fair value of warrant liabilities and approximately $1.2 million of net gain on the investments held in the Trust Account, partially offset by approximately $214,000 general and administrative expenses and $30,000 in related party general and administrative expenses.

For the nine months ended September 30, 2023, we had net income of approximately $421,000, which consisted of approximately $1.5 million of net gain on the cash and investments held in the Trust Account, partially offset by a loss of $461 in change in the fair value of warrant liabilities, approximately $961,000 general and administrative expenses and $90,000 in related party general and administrative expenses.

For the nine months ended September 30, 2022, we had net income of approximately $9.5 million, which consisted of a gain of approximately $8.8 million in change in the fair value of warrant liabilities and approximately $1.5 million of net gain on the investments held in the Trust Account, partially offset by approximately $722,000 general and administrative expenses and $90,000 in related party general and administrative expenses.

Related Party Transactions

Founder Shares

On September 9, 2020, our Sponsor paid $25,000 to cover certain of our expenses in consideration of 10,062,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In December 2020, our Sponsor transferred 30,000 founder shares to each of our directors and 90,000 shares in the aggregate to our strategic advisors. Our Sponsor agreed to forfeit up to 1,312,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of our issued and outstanding shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on January 12, 2021 to purchase an addition of 2,500,000 Units, with the remaining portion of the over-allotment option expiring at the conclusion of the 45-day option period. As a result of the expiration of the over-allotment option, 687,500 Founder Shares were forfeited.

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

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 6,666,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with our Sponsor, generating gross proceeds of $10.0 million.

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

Our Sponsor and our officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial business combination.

Related Party Loans

On September 8, 2020, our Sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable upon the completion of the Initial Public Offering. As of January 12, 2021, We borrowed approximately $169,000 under the Note. We repaid the Note in full on January 19, 2021. Subsequent to the repayment, the facility was no longer available to us.

In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete a business combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, we may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2023 and December 31, 2022, we had no borrowings under the Working Capital Loans.

On January 12, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $2,160,000 (the “Promissory Note”) to the Sponsor and the Sponsor funded the initial principal amount of $720,000. The Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Promissory Note will be deposited in the Trust Account. Up to $1,500,000 of the total principal amount of the Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.50 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company. The Company determined that the fair value of the Convertible Promissory Note was par value. As of September 30, 2023 and December 31, 2022, the Company had $2,160,000 and $0, respectively, borrowings under the Promissory Note.

Accounts Payable – Related Party

Contractual Obligations

Administrative Services Agreement

Commencing on the date that our securities were first listed on the New York Stock Exchange, we agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to us commencing with the closing of the Initial Public Offering. Upon completion of the initial business combination or our liquidation, we will cease paying these monthly fees. We incurred approximately $30,000 and $90,000 in expenses in connection with such services during the three and nine months ended September 30, 2023, and approximately $30,000 and $90,000 during the three and nine months ended September 30, 2022, respectively, as reflected in the accompanying unaudited condensed consolidated statements of operations. As of September 30, 2023 and December 31, 2022, there were $170,000 and $80,000 outstanding included in accounts payable—related party in the accompanying unaudited condensed consolidated balance sheets.

In addition, the Company will reimburse the Sponsor for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf. The Company’s board will review all payments that were made by the Sponsor, officers, directors of the Company or their affiliates and will determine which expenses will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on behalf of the Company. For the three months ended September 30, 2023, and 2022, the Company recorded approximately $2,200 and $0, respectively, in expenses in connection with compliance services with the related party. For the nine months ended September 30, 2023, and 2022, the Company recorded approximately $59,700 and $0, respectively, in expenses in connection with compliance services with the related party. As of September 30, 2023, and December 31, 2022, there were approximately $236,000 and $177,000, respectively, of outstanding accrued expenses - related party, as reflected in the accompanying condensed consolidated balance sheets.

World View Subscription Agreement

Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provided that we would not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 5,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters partially exercised their over-allotment option on January 12, 2021 to purchase an additional 2,500,000 Over-Allotment Units. The remaining unexercised over-allotment option expired at the conclusion of the 45-day option period.

On January 9, 2023, the Company and Deutsche Bank Securities Inc., one of the underwriters in the Company’s Initial Public Offering, entered into an agreement pursuant to which Deutsche Bank Securities Inc. waived all rights to its pro rata share of the Deferred Discount (as defined in the Underwriting Agreement, dated January 7, 2021, among the Company, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.) in connection with the Terminated Business Combination as described above. On January 23, 2023, Credit Suisse Securities (USA) LLC also waived its rights to receive such Deferred Discount in connection with the Terminated Business Combination as described above.

Critical Accounting Estimates

The preparation of 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 not identified any critical accounting estimates.

Off-Balance Sheet Arrangements

As of September 30, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this report, our disclosure controls and procedures were effective as of September 30, 2023.

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

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2023 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 reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our most recent Annual Report on Form 10-K filed with the SEC on March 20, 2023. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On September 9, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses of the Company in consideration of 10,062,500 founder shares, par value $0.0001. The Sponsor agreed to forfeit up to 1,312,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. As a result of the expiration of the over-allotment option, 687,500 Founder Shares were forfeited. Prior to the initial investment in the Company of $25,000 by the Sponsor, the Company had no assets, tangible or intangible. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Our Sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in our Sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our Sponsor is to act as the Company’s Sponsor in connection with our Initial Public Offering.

Our Sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,666,667 private placement warrants, each exercisable to purchase one ordinary share at $11.50 per share, at a price of $1.50 per warrant ($10,000,000 in the aggregate), in a private placement that closed simultaneously with the closing of our Initial Public Offering. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.


Exhibit Number		Description

10.1		Amended and Restated Agreement and Plan of Merger, dated as of September 13, 2023, by and among Leo Holdings Corp. II, Glimpse Merger Sub, Inc., Glimpse Merger Sub II, LLC and World View Enterprises Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on September 19, 2023).

31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

** Furnished herewith

SIGNATURE

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


Dated: November 21, 2023	LEO HOLDINGS CORP. II

	By:	/s/ Lyndon Lea
	Name:	Lyndon Lea
	Title:	President and Chief Executive Officer (Principal Executive Officer)

Dated: November 21, 2023

	By:	/s/ Robert Darwent
	Name:	Robert Darwent
	Title:	Chief Financial Officer and Director (Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Leo Holdings Corp. II