CLARIM ACQUISITION CORP. MANAGEMENT REPORT AND ANALYSIS OF THE FINANCIAL POSITION AND OPERATING RESULTS (Form 10-Q)

References to the “Company”, “we”, “our” or “we” refer to Clarim Acquisition Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited summary financial statements and the accompanying notes included herein.

Caution regarding forward-looking statements

All statements other than statements of historical fact included in this report, including, without limitation, statements in connection with this “Management’s Review and Analysis of Financial Condition and Results of Operations” regarding The financial condition of the Company, its business strategy and management’s plans and objectives for future operations, are forward-looking statements. When used in this report, words such as “anticipate”, “believe”, “estimate”, “expect”, “intend” and similar expressions, with respect to us or the management of the Company, identify forward-looking statements. These forward-looking statements are based on the beliefs of management, as well as on the assumptions made by the management of the Company and on the information currently available to the latter. Actual results could differ materially from those contemplated in forward-looking statements due to certain factors detailed in our documents filed with the SECOND. All subsequent written or oral forward-looking statements attributable to us or to persons acting on behalf of the Company are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited summary financial statements and related notes contained elsewhere in this report. Certain information contained in the discussion and analysis presented below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company incorporated as Delaware company and incorporated with the aim of carrying out a first business combination.

We leverage over nine decades of combined operational and financial experience from our management team and board of directors, who are both established e-commerce entrepreneurs and sophisticated investors. We believe that our extensive industry experience and proven ability to research, acquire, develop and revitalize businesses will provide our leadership team with a strong and consistent stream of acquisition opportunities. The extensive relationships of our management team and board of directors across multiple networks, including leading founders of consumer and tech companies, executives of private and public companies, leading investment banks in mergers and acquisitions and private equity firms, as well as their ability to engage early with founding companies, represent a differentiated advantage in successfully finding transaction opportunities. Our team has been immersed in the same ecosystem as the current founders of private companies who are making decisions on how to create currencies for future growth and monetization.

While we may pursue an initial goal of business combination in any business, industry or geographic location, our research focus is primarily on the consumer e-commerce sector. We capitalize on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from the established relationships and operating experience of our management team and board of directors. Our management team has extensive experience in identifying and executing strategic investments and have done so successfully across multiple industries, especially in consumer-oriented digital businesses. Over time, we believe that all businesses will need to deploy an omni-commerce strategy to be successful, and we will leverage the unique experience of our leadership team and board of directors to successfully grow the business. omni-commerce of our commercial target.

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Results of Operations

All our activity from its creation to September 30, 2021 concerns our training, the Initial Public Offer and, since the closing of the Initial Public Offer, the search for a candidate for a Business Combination. We will not generate any operating revenue until we close and complete our first business combination, at the earliest. We generate non-operating income in the form of interest income on marketable securities held after the initial public offering. We incur expenses as a result of our public company status (for legal, financial, accounting and audit compliance), as well as for due diligence expenses related to completing a business combination.

For the three months ended September 30, 2021, we had a net income of $ 1,738,856, which consisted of $ 23,672 in interest earned on marketable securities held in the trust account, and 16 $ in bank interest income, and $ 3,149,167 in unrealized capital gain on change in fair value of warrants, offset by $ 1,433,999 in operating costs which included professional charges accrued for identifying targets, continuing discussions with potential acquisition candidates, due diligence of potential business combination partners and initial negotiations regarding terms transaction for potential transactions.

For the nine months ended September 30, 2021, we had a net income of $ 2,932,458, which consisted of $ 58,584 in interest earned on marketable securities held in the trust account, and $ 43 in bank interest income, and $ 5,413,333 in unrealized capital gain on change in fair value of warrants, offset by $ 1,433,999 in operating costs and $ 530,059 issue costs of warrants.

Liquidity and capital resources

From September 30, 2021, we had about $ 0.2 million in our operating bank account and a working capital of approximately $ 0.18 million.

Prior to the completion of the initial public offering, our liquidity needs had been met through a payment from the promoter of $ 25,000 for the founder’s shares to cover certain offering costs, and the loan under an unsecured promissory note from the limited partner of $ 112,942. We fully paid the bill to the Sponsor on February 11, 2021. Following the completion of the initial public offering and the private placement, our liquidity needs were met with the proceeds of the completion of the private placement not held in the trust account.

In addition, in order to fund transaction costs in a business combination, our sponsor or an affiliate of the sponsor or certain of our officers and directors may, but are not obligated to, provide us with loans of working capital. To date, there were no outstanding amounts for working capital loans.

The Company also subsequently entered into a promissory note with the Limited Partner on
November 19, 2021 under which the Company may raise capital to finance its working capital requirements or as part of the initial business combination, up to a total principal amount of up to $ 750,000. The sponsor has also informally agreed to initiate additional funding if necessary and has agreed with the company to a maximum of $ 250,000 on terms and conditions similar to those of the promissory note above.

Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs no earlier than the completion of a business combination or one year. from this deposit. During this period, we will use these funds to pay existing accounts payable, identify and assess potential candidates for the initial business combination, perform due diligence on potential target businesses, pay travel expenses, select the business target with which to merge or acquire, and structure, negotiate and complete the Business Combination.

Critical accounting conventions and estimates

The preparation of unaudited condensed financial statements in accordance with United States GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. unaudited condensed and reported amounts of expenditure during the reporting period. Actual results could differ from these estimates. We have identified the following as our critical accounting policies:

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Ordinary Shares Subject to Eventual Redemption

The Company accounts for its ordinary shares subject to possible reimbursement in accordance with the directives of subject 480 of the codification of accounting standards (“ASC”) “Distinguishing liabilities from equity”. Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares with repurchase rights which are either under the control of the holder, or liable to be redeemed in the event of uncertain events which are not solely within the control of the Company) are classified as temporary equity. At all other times, common shares are classified as equity. The Company’s ordinary shares carry certain repurchase rights which are considered to be beyond the control of the Company and subject to the occurrence of uncertain future events. Consequently, ordinary shares liable to be redeemed are presented at their redemption value in temporary equity, outside the equity section of the Company’s balance sheet.

The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying value of the redeemable common shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying value of redeemable common shares are affected by charges against additional paid-up capital and accumulated deficit.

Net Income Per Common Share

The Company has two classes of shares, called Class A common shares and Class B common shares. Gains and losses are allocated on a pro rata basis between the two classes of shares. The 14,750,000 potential ordinary shares for the outstanding warrants to purchase the Company’s shares have been excluded from diluted earnings per share for the three and nine months ended. September 30, 2021
because mandates can be exercised conditionally and contingencies have not yet been met.

Off-balance sheet provisions

From September 30, 2021, we did not have any off-balance sheet arrangements within the meaning of Article 303 (a) (4) (ii) of Regulation SK.

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