NEW VISTA ACQUISITION CORP Management’s Discussion and Analysis of Financial Condition and

References to the “Company,” “NEW VISTA ACQUISITION CORP,” “our,” “us” or “we”
check with NEW VISTA ACQUISITION CORP. The following dialogue and analysis of
the Company’s monetary condition and outcomes of operations ought to be learn in
conjunction with the unaudited condensed financial statements and the notes
thereto contained elsewhere in this report. Certain information contained in the
dialogue and evaluation set forth beneath includes forward-looking statements that
contain dangers and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements inside
the which means of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Exchange Act. We have primarily based these forward-looking statements
on our current expectations and projections about future events. These
forward-looking statements are subject to recognized and unknown risks, uncertainties
and assumptions about us which will cause our precise outcomes, levels of exercise,
performance or achievements to be materially different from any future outcomes,
levels of exercise, efficiency or achievements expressed or implied by such
forward-looking statements. In some circumstances, you can determine forward-looking
statements by terminology similar to “could,” “ought to,” “might,” “would,” “expect,”
“plan,” “anticipate,” “consider,” “estimate,” “continue,” or the unfavorable of such
terms or other related expressions. Factors which may trigger or contribute to
such a discrepancy include, however aren’t restricted to, those described in our different
SEC filings.


We are a clean examine firm, integrated as a Cayman Islands exempted firm
for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or comparable business mixture with a number of
companies. We have not but selected any particular Business Combination target.
We intend to effectuate our preliminary Business Combination utilizing money from the
proceeds of this providing and the sale of the Private Placement Warrants, our
shares, debt or a combination of cash, shares and debt.

The issuance of extra strange shares or choice shares in a Business

? may significantly dilute the fairness curiosity of investors on this providing,

which dilution would improve if the anti-dilution provisions in the Class B

ordinary shares resulted in the issuance of Class A odd shares on a

greater than one-to-one basis upon conversion of the Class B odd shares;

? could subordinate the rights of holders of odd shares if choice shares

are issued with rights senior to those afforded our ordinary shares;

? might cause a change of management if a substantial variety of our odd shares

are issued, which may have an result on, amongst other issues, our capability to use our net

working loss carry forwards, if any, and could end result in the resignation or

removing of our current administrators and officers;

? might have the impact of delaying or stopping a change of management of us by

diluting the share possession or voting rights of an individual in search of to obtain

control of us;

? may adversely have an result on prevailing market prices for our Units, strange shares

and/or Warrants; and

? may not end in adjustment to the exercise price of our Warrants.


Similarly, if we issue debt or otherwise incur significant indebtedness, it
could end in:

? default and foreclosure on our property if our working revenues after an

preliminary Business Combination are inadequate to repay our debt obligations;

? acceleration of our obligations to repay the indebtedness even when we make all

principal and curiosity funds when due if we breach sure covenants that

require the upkeep of certain financial ratios or reserves without a

waiver or renegotiation of that covenant;

? our quick fee of all principal and accrued interest, if any, if the

debt is payable on demand;

? our inability to obtain necessary additional financing if the debt contains

covenants limiting our ability to acquire such financing while the debt is


? our lack of ability to pay dividends on our odd shares;

? utilizing a considerable portion of our cash flow to pay principal and curiosity on

our debt, which will cut back the funds obtainable for dividends on our ordinary

shares if declared, bills, capital expenditures, acquisitions and other

common corporate functions;

? limitations on our flexibility in planning for and reacting to adjustments in our

business and in the industry by which we function;

? increased vulnerability to antagonistic changes in general economic, business and

competitive situations, international hostilities and antagonistic changes in government

regulation; and

? limitations on our capability to borrow additional quantities for expenses, capital

expenditures, acquisitions, debt service requirements, execution of our

technique and other functions and different disadvantages compared to our competitors

who’ve much less debt.

Results of Operations

As of June 30, 2022, we’ve not commenced any operations. All activity for the
interval from December 21, 2020 (inception) through June 30, 2022 relates to our
formation and IPO and, since the closing of the IPO, the seek for a
prospective initial Business Combination. We won’t generate any working
revenues until after the completion of our preliminary Business Combination, on the
earliest. We will generate non-operating earnings in the form of curiosity income
from the proceeds derived from the IPO, which is placed within the Trust Account.

For the three months ended June 30, 2022, we had net income of $3,608,417, which
was comprised of working prices of $577,785, curiosity revenue of $69,812 from
marketable securities held in our Trust Account, and unrealized acquire on change
in truthful worth of Warrants of $4,116,390.

For the six months ended June 30, 2022, we had web revenue of $8,484,523, which
was comprised of working prices of $1,226,750, curiosity earnings of $138,859 from
marketable securities held in our Trust Account, and unrealized gain on change
in fair value of Warrants of $9,572,414.

For the three months ended June 30, 2021, we had a internet earnings of $3,389,380,
which was comprised of operating costs of $1,881,693, interest earnings of $12,958
from marketable securities held in our Trust Account, and unrealized acquire on
change in honest worth of Warrants of $5,258,115.

For the six months ended June 30, 2021, we had a web revenue of $1,823,448, which
was comprised of working costs of $2,087,228, interest earnings of $18,478 from
marketable securities held in our Trust Account, Warrant issuance prices of
$683,306, and unrealized gain on change in fair worth of Warrants of $4,575,504.

Liquidity, Capital Resources and Going Concern

As of June 30, 2022, we had approximately $0.4 million in our operating financial institution
account and adverse working capital of roughly $1.8 million.

Prior to the completion of the Initial Public Offering, our liquidity needs had
been glad by way of a capital contribution from the Sponsor of $25,000 to
cowl sure providing costs in return for the founder shares, and the loan
underneath an unsecured promissory note from the Sponsor of $77,012. The loan beneath
the promissory observe from the Sponsor was paid in full on February 22, 2021.
Subsequent to the consummation of the Initial Public Offering and Private
Placement, our liquidity needs have been satisfied via the proceeds from the
Private Placement not held in the Trust Account.

Until the consummation of a Business Combination or one yr from this filing,
we might be utilizing these funds for paying current accounts payable, identifying
and evaluating prospective initial Business Combination candidates, performing
due diligence on potential target businesses, paying for journey and advisor
expenditures, selecting the target business to merge with or purchase, and
structuring, negotiating and consummating the Business Combination.


The Company has incurred and expects to continue to incur important prices in
pursuit of its acquisition plans, most of which might be paid at the time of the
Business Combination. These situations elevate substantial doubt in regards to the
Company’s ability to proceed as a going concern for a period of time inside one
yr after the date that the monetary statements are issued. If the estimate of
the costs of figuring out a target enterprise, endeavor in-depth due diligence
and negotiating a Business Combination are less than the precise quantity essential
to do so, the Company could have insufficient funds obtainable to function its
business previous to its Business Combination. Moreover, the Company might have to
acquire further financing, or the Company might problem extra securities or
incur debt in reference to such Business Combination. Subject to compliance
with relevant securities laws, the Company would solely full such financing
concurrently with the completion of our Business Combination.

If the Company is unable to finish the Business Combination within 24 months
from the closing of the Initial Public Offering (February 19, 2023) because it
doesn’t have sufficient funds out there or not sufficient time because it has lower than
one 12 months to complete the Business Combination, the Company will be forced to
cease operations and liquidate the Trust Account. In addition, following the
Business Combination, if cash readily available is inadequate, the Company could have to
get hold of further financing to have the ability to meet its obligations. No changes
have been made to the carrying amounts of belongings or liabilities ought to the
Company be unable to proceed as a going concern. The Company intends to
complete a Business Combination earlier than the obligatory liquidation date.

As of June 30, 2022, we didn’t have any off-balance sheet arrangements as
defined in Item 303(a)(4)(ii) of Regulation S-K.

Contractual Obligations

Registration Rights

The holders of the founder shares, Private Placement Warrants and any warrants
that could be issued on conversion of Working Capital Loans (and any Class A
odd shares issuable upon the exercise of the Private Placement Warrants or
warrants issued upon conversion of the Working Capital Loans and upon conversion
of the founder shares) might be entitled to registration rights pursuant to a
registration rights agreement signed on February 16, 2021, requiring the Company
to register such securities for resale (in the case of the founder shares, only
after conversion to the Class A strange shares). The holders of those
securities shall be entitled to make up to three demands, excluding short form
registration calls for, that the Company register such securities. In addition,
the holders have certain “piggy-back” registration rights with respect to
registration statements filed subsequent to the completion of the initial
Business Combination and rights to require the Company to register for resale
such securities pursuant to Rule 415 under the Securities Act.

Underwriting Agreement

On February 19, 2021, the Company paid a fixed underwriting discount of
$5,520,000. Additionally, the underwriters will be entitled to a deferred
underwriting low cost of 3.5% of the gross proceeds of the IPO held in the Trust
Account, or $9,660,000, upon the completion of the Company’s initial Business

Deferred Legal Fees

The Company engaged a authorized counsel agency for authorized advisory services, and the
authorized counsel agreed to defer a portion of their fees. The deferred charges will
turn out to be payable within the event that the Company completes a Business Combination.
As of June 30, 2022, the Company has deferred authorized fees of approximately $2.35
million in reference to such companies on the accompanying steadiness sheet.


Service Provider Agreements

From time to time, the Company has entered into and may enter into agreements
with numerous companies suppliers and advisors, to help the Company establish
targets, negotiate phrases of potential Business Combinations, consummate a
Business Combination and/or provide different services. In connection with these
agreements, the Company will be required to pay such service suppliers and
advisors fees in connection with their companies when the closing of a potential
Business Combination is met. If a Business Combination does not occur, the
Company anticipates that it goes to be obligated to pay $145,000 for services that
have been offered by June 30, 2022 where cost has been deferred till the
completion of the Company’s preliminary Business Combination.

Critical Accounting Policies and Estimates

The preparation of the monetary statements in conformity with GAAP requires
management to make estimates and assumptions that have an result on the reported amounts of
property and liabilities and disclosure of contingent belongings and liabilities at
the date of the financial statements and the reported amounts of expenses during
the reporting interval. Actual outcomes might differ from these estimates. We have
identified the following as our important accounting policies and estimates:

Ordinary Shares Subject to Possible Redemption

The Company accounts for its strange shares subject to attainable redemption in
accordance with the guidance in Accounting Standards Codification (“ASC”) Topic
480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to
obligatory redemption (if any) are categorized as liability instruments and are
measured at fair worth. Conditionally redeemable odd shares (including
strange shares that characteristic redemption rights that are either throughout the
control of the holder or topic to redemption upon the prevalence of unsure
occasions not solely within the Company’s control) are classified as short-term
fairness. At all different occasions, strange shares are categorised as shareholders’
fairness. The Company’s strange shares function certain redemption rights which are
thought-about to be outside of the Company’s control and subject to the prevalence
of unsure future occasions. Accordingly, ordinary shares subject to attainable
redemption are offered at redemption worth as temporary fairness, exterior of the
shareholders’ equity part of the Company’s balance sheet.

The Company acknowledges adjustments in redemption worth immediately as they occur and
adjusts the carrying value of redeemable Class A ordinary shares to equal the
redemption worth on the finish of each reporting interval. Increases or decreases in
the carrying quantity of redeemable Class A strange shares are affected by
charges towards additional paid-in capital and accrued deficit.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments
are derivatives or contain features that qualify as embedded derivatives in
accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments
are recorded at truthful worth on the grant date and re-valued at every reporting
date, with changes in the fair value reported in the statements of operations.
Derivative assets and liabilities are categorised on the stability sheet as current
or non-current based mostly on whether or not or not net-cash settlement or conversion of the
instrument might be required within 12 months of the steadiness sheet date. The
Company has determined the Public and Private Placement Warrants are by-product
devices and has them categorised them as liabilities.

Net Income (Loss) Per Ordinary Share

Net revenue (loss) per odd share is computed by dividing web income (loss)
by the weighted common variety of ordinary shares outstanding with income (loss)
allocated pro-rata between the classes. The calculation of diluted earnings (loss)
per strange share excludes the impact of the warrants issued in reference to
the Class A strange shares because the warrant shares present market worth is
beneath train worth and would be antidilutive. Accretion associated with the
redeemable Class A ordinary shares is excluded from earnings per share because the
redemption value approximates truthful value.



On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains
provisions that, among other issues, relax certain reporting necessities for
qualifying public companies. We will qualify as an “emerging progress company” and
beneath the JOBS Act shall be allowed to comply with new or revised accounting
pronouncements primarily based on the effective date for personal (not publicly traded)
companies. We are electing to delay the adoption of latest or revised accounting
standards, and as a result, we might not adjust to new or revised accounting
standards on the relevant dates on which adoption of such requirements is required
for non-emerging progress firms. As a outcome, our monetary statements may not
be corresponding to corporations that adjust to new or revised accounting
pronouncements as of public firm efficient dates.

Additionally, we’re within the means of evaluating the advantages of counting on the
other lowered reporting requirements supplied by the JOBS Act. Subject to
sure conditions set forth within the JOBS Act, if, as an “rising development
company,” we select to depend on such exemptions, we may not be required to, among
other issues: (1) present an auditor’s attestation report on our system of
inner controls over financial reporting pursuant to Section 404 of the
Sarbanes-Oxley Act; (2) present all the compensation disclosure that may be
required of non-emerging growth public corporations underneath the Dodd-Frank Wall
Street Reform and Consumer Protection Act; (3) adjust to any requirement that
could also be adopted by the PCAOB regarding obligatory audit agency rotation or a
complement to the auditor’s report offering additional details about the
audit and the financial statements (auditor discussion and analysis); and (4)
disclose sure executive compensation-related gadgets such as the correlation
between executive compensation and efficiency and comparisons of the Chief
Executive Officer’s compensation to median worker compensation. These
exemptions will apply for a period of five years following the completion of our
providing or until we’re no longer an “rising development company,” whichever is

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