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Item 1A. Risk Factors

2022-03-01 compared with 2021-03-30 · 1011 added, 1785 removed, 95 unchanged (97% of the section changed)

An investment in our securities involves

a high degree of risk.

You should consider carefully all of the risks described below, together with the other information contained

in this annual report, before making a decision to invest in our securities.

If any of the following events occur, our business,

financial condition and operating results may be materially adversely affected.

In that event, the trading price of our securities

could decline, and you could lose all or part of your investment.

An investment in our securities involves a high degree of risk.

In addition to the risks described below, you should consider carefully the risks and uncertainties related to the pending Business Combination with GBT included in the Proxy Statement/Prospectus, including the risks factors relating to GBT’s business and industry, GBT’s dependence on third parties, GBT’s employee matters and growth, and GBT’s intellectual property, information technology, data security and privacy, before making an investment decision.

If any of the risks and uncertainties occur, our business, financial condition and operating results may be materially adversely affected.

In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Summary Risk Factors

Our business is subject to numerous risks

and uncertainties, i ncluding, but not limited to, risks associated with:

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our

business or in approving our initial business combination;

being a newly organized company with no operating history and no revenues;

our ability to complete our initial business combination, including risks arising from the uncertainty resulting from the

COVID-19 pandemic;

our public shareholders’

ability to exercise redemption rights;

the requirement that we complete our initial business combination within the completion window;

Our business is subject to numerous risks and uncertainties, including, but not limited to, risks associated with:

● our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

● being a company with no operating history and no revenues;

● our ability to complete our initial business combination, including the pending Business Combination with GBT, including risks arising from the uncertainty resulting from the novel coronavirus (the “ COVID - 19 ”) pandemic;

● our public shareholders’ ability to exercise redemption rights;

● the requirement that we complete our initial business combination within the completion window, including the pending Business Combination with GBT;

● the possibility that NYSE may delist our securities from trading on its exchange;

1 unchanged sentence

● complying with changing laws and regulations;

performance of the prospective target business or businesses;

● the performance of the prospective target business or businesses;

● our ability to select an appropriate target business or businesses;

the pool of prospective target businesses available to us and the ability of our officers and directors to generate a number

of potential business combination opportunities;

the issuance of additional ordinary shares in connection with a business combination that may dilute the interest of our

shareholders;

the incentives to our sponsor, officers and directors to complete a business combination to avoid losing their entire investment

in us if our initial business combination is not completed;

our success in retaining or recruiting, or changes required in, our officers or directors following our initial business

● the pool of prospective target businesses available to us and the ability of our officers and directors to generate a number of potential business combination opportunities;

● the issuance of additional Class A ordinary shares in connection with a business combination that may dilute the interest of our shareholders;

● the incentives to our sponsor, officers and directors to complete a business combination to avoid losing their entire investment in us if our initial business combination is not completed;

● our success in retaining or recruiting, or changes required in, our officers or directors following our initial business combination;

● our ability to obtain additional financing to complete our initial business combination;

our ability to amend the terms of warrants in a manner that may be adverse to the holders of public warrants;

● our ability to amend the terms of warrants in a manner that may be adverse to the holders of Acquiror Cayman Warrants;

● our ability to redeem unexpired warrants prior to their exercise;

our public securities’

potential liquidity and trading;

provisions in our amended and restated memorandum and articles of association and Cayman Islands law that may have the effect

of inhibiting a takeover of us and discouraging lawsuits against our directors and officers.

Risks Relating to the Consummation of, or Inability

to Consummate, an Initial Business Combination

Our public shareholders may not

be afforded an opportunity to vote on our proposed business combination, and even if we hold a shareholder vote, holders of our

Class B ordinary shares will participate in such vote, which means we may complete our initial business combination even though

a majority of our public shareholders do not support that combination.

We may choose not to hold a shareholder

vote to approve our initial business combination if the business combination would not require shareholder approval under applicable

law or stock exchange listing requirements.

Except as required by applicable law or stock exchange requirement, the decision as

to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares

to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing

of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval.

seek shareholder approval, the holders of our Class B ordinary shares will participate in the vote on such shareholder approval.

Accordingly, we may complete our initial business combination even if holders of a majority of our outstanding public shares do

not approve of the business combination we complete.

If we seek shareholder approval

of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of such initial business

combination, regardless of how our public shareholders vote.

Our initial shareholders, officers and directors

have agreed (and their permitted transferees will agree) to vote any Class B ordinary shares and any public shares held by them

in favor of our initial business combination.

As a result, in addition to our initial shareholders’

Class B ordinary shares,

we would need 30,630,375, or 37.5%, of the 81,681,000 public shares sold in in the Initial Public Offering to be voted in favor

of a transaction (assuming all issued and outstanding shares are voted and the option to purchase additional Units is not exercised)

in order to have such initial business combination approved.

We expect that our initial shareholders and their permitted transferees

will own at least 20% of our outstanding ordinary shares at the time of any such shareholder vote.

Accordingly, if we seek shareholder

approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would

be the case if our initial shareholders and their permitted transferees agreed to vote their Class B ordinary shares in accordance

with the majority of the votes cast by our public shareholders.

Your only opportunity to affect

the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your

shares from us for cash, unless we seek shareholder approval of such business combination.

At the time of your investment in us,

you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination.

our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have

the right or opportunity to vote on the business combination, unless we seek such shareholder vote.

Accordingly, if we do not seek

shareholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be

limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our

tender offer documents mailed to our public shareholders in which we describe our initial business combination.

The ability of our public shareholders

to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which

may make it difficult for us to enter into a business combination with a target.

We may seek to enter into a business

combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth

or a certain amount of cash.

If too many public shareholders exercise their redemption rights, we would not be able to meet such

closing condition and, as a result, would not be able to proceed with the business combination.

In no event will we redeem our

public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the

SEC’s “penny stock”

rules) or any greater net tangible asset or cash requirement which may be contained in the

agreement relating to our initial business combination.

Consequently, if accepting all properly submitted redemption requests would

cause our net tangible assets to be less than $5,000,001 or make us unable to satisfy a minimum cash condition as described above,

we would not proceed with such redemption and the related business combination and may instead search for an alternate business

Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination

transaction with us.

If we are able to complete an initial business combination, the per share value of shares held by non-redeeming

shareholders will reflect our obligation to pay the deferred underwriting commissions.

The ability of our public shareholders

to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business

combination or optimize our capital structure.

At the time we enter into an agreement

for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore

will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption.

If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase

price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account

to meet such requirements, or arrange for third-party financing.

In addition, if a larger number of shares are submitted for redemption

than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account

or arrange for third-party financing.

Raising additional third-party financing may involve dilutive equity issuances or the incurrence

of indebtedness at higher than desirable levels.

Furthermore, this dilution would increase to the extent that the anti-dilution

provision of the Class B ordinary shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon

conversion of the Class B ordinary shares at the time of completion of our initial business combination.

In addition, the amount

of deferred underwriting commissions payable to the underwriters is not required to be adjusted for any shares that are redeemed

in connection with our initial business combination.

The above considerations may limit our ability to complete the most desirable

business combination available to us or optimize our capital structure.

The per-share amount we will distribute to shareholders

who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions and after such redemptions,

the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.

The ability of our public shareholders

to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business

combination will be unsuccessful and that you will have to wait for liquidation in order to redeem your shares.

If our initial business combination agreement

requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount

of cash at closing, the probability that our initial business combination will be unsuccessful is increased.

If our initial business

combination is unsuccessful, you will not receive your pro rata portion of the trust account until we liquidate the trust account.

● our public securities’ potential liquidity and trading;

● provisions in our amended and restated memorandum and articles of association and Cayman Islands law that may have the effect of inhibiting a takeover of us and discouraging lawsuits against our directors and officers.

Risks Relating to the Consummation of, or Inability to Consummate, an Initial Business Combination

Our public shareholders may not be afforded an opportunity to vote on our pending business combination, and even if we hold a shareholder vote, holders of our Class B ordinary shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support that combination.

We will hold a shareholder vote to approve our pending Business Combination with GBT.

However, if the pending Business Combination with GBT is not consummated, we may choose not to hold a shareholder vote to approve another potential initial business combination if such business combination would not require shareholder approval under applicable law or stock exchange listing requirements.

Except as required by applicable law or stock exchange requirement, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval.

Even if we seek shareholder approval, the holders of our Class B ordinary shares will participate in the vote on such shareholder approval.

Accordingly, we may complete our initial business combination even if holders of a majority of our outstanding public shares do not approve of the business combination we complete.

Please see “Item 1.

Business—Shareholders May Not Have the Ability to Approve our Initial Business Combination” for additional information.

If we seek shareholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

Our initial shareholders, officers and directors have agreed (and their permitted transferees will agree) to vote any Class B ordinary shares and any Class A ordinary shares held by them in favor of the pending Business Combination with GBT or in favor of another target business with which we ultimately consummate a business combination.

As a result, in addition to our initial shareholders’ Class B ordinary shares, we would need 30,630,376, or 37.5%, of the 81,681,000 public shares sold in in the Initial Public Offering to be voted in favor of a transaction (assuming all issued and outstanding shares are voted and the option to purchase additional Units is not exercised) in order to have such initial business combination approved.

We expect that our initial shareholders and their permitted transferees will own at least 20% of our outstanding ordinary shares at the time of any such shareholder vote.

Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if our initial shareholders and their permitted transferees agreed to vote their Class B ordinary shares in accordance with the majority of the votes cast by our public shareholders.

Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination.

Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote.

Accordingly, if the pending Business Combination with GBT is not consummated, and we do not seek shareholder approval with respect to another potential initial business combination, your only opportunity to affect the investment decision regarding such business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.

The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

We may seek to enter into a business combination agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination.

In no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.

Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or make us unable to satisfy a minimum cash condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination.

Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

If we are able to complete an initial business combination, the per share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption.

If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third-party financing.

In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third-party financing.

Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of completion of our initial business combination.

In addition, the amount of deferred underwriting commissions payable to the underwriters is not required to be adjusted for any shares that are redeemed in connection with our initial business combination.

The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination will be unsuccessful and that you will have to wait for liquidation in order to redeem your shares.

If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination will be unsuccessful is increased.

If our initial business combination is unsuccessful, you will not receive your pro rata portion of the trust account until we liquidate the trust account.

If you are in need of immediate liquidity, you could attempt to sell your shares in the open market;

however, at such time our

shares may trade at a discount to the pro rata amount per share in the trust account.

In either situation, you may suffer a material

loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate, or you are

able to sell your shares in the open market.

The requirement that we complete

our initial business combination within the completion window may give potential target businesses leverage over us in negotiating

a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets,

in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination

on terms that would produce value for our shareholders.

Any potential target business with which

we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination

within the completion window.

Consequently, such target business may obtain leverage over us in negotiating a business combination,

knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete

our initial business combination with any target business.

This risk will increase as we get closer to the timeframe described

In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms

that we would have rejected upon a more comprehensive investigation.

We may not be able to complete

our initial business combination within the completion window, in which case we would cease all operations except for the purpose

of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only their

pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants

will expire worthless.

We may not be able to find a suitable

target business and complete our initial business combination within the completion window.

Our ability to complete our initial

business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the

other risks described herein.

If we have not completed our initial business combination within such time 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 make permitted

withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,

which redemption will completely extinguish public shareholders’

rights as shareholders (including the right to receive further

liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case

to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

such case, our public shareholders may only receive $10.00 per share, and our warrants will expire worthless.

In certain circumstances,

our public shareholders may receive less than $10.00 per share on the redemption of their shares.

third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount

received by shareholders may be less than $10.00 per share.”

If we seek shareholder approval

of our initial business combination, our initial shareholders, sponsor, directors, officers, advisors and their affiliates may

elect to purchase shares or public warrants from public shareholders or public warrant holders, which may influence a vote on a

proposed business combination and reduce the public “float”

of our Class A ordinary shares.

If we seek shareholder approval of our

initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our initial shareholders, sponsor, directors, officers, advisors or their affiliates may purchase shares

or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following

the completion of our initial business combination, although they are under no obligation to do so.

There is no limit on the number

of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject

to compliance with applicable law and the rules of the NYSE.

However, other than as expressly stated herein, they have no current

commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account.

In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate, or you are able to sell your shares in the open market.

The requirement that we complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within the completion window, including the pending Business Combination with GBT.

Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business.

This risk will increase as we get closer to the timeframe described above.

In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

We may not be able to complete our initial business combination within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

If the pending Business Combination with GBT does not close, we may not be able to find another suitable target business and complete our initial business combination within the completion window.

Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

If we have not completed our initial business combination within such time 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 make permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In such case, our public shareholders may only receive $10.00 per share, and our warrants will expire worthless.

In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares.

See “ — If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.”

If we seek shareholder approval of our initial business combination, our initial shareholders, sponsor, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders or public warrant holders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.

In connection with the pending Business Combination with GBT, our initial shareholders, sponsors, directors, officers, advisors or their affiliates may purchase shares or Acquiror Cayman Warrants in privately negotiated transactions or in the open market either prior to or following the consummation of the pending Business Combination with GBT, although they are under no obligation to do so.

However, other than as expressly stated in our Proxy Statement/Prospectus, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

If the pending Business Combination with GBT is not consummated and if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial shareholders, sponsor, directors, officers, advisors or their affiliates may purchase shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so.

There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of the NYSE.

However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in the trust account will be used to purchase shares or public warrants in such transactions.

In the event that our initial shareholders,

sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders

who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior

elections to redeem their shares.

The purpose of any such purchases of shares could be to vote such shares in favor of the business

combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing

condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing

of our business combination, where it appears that such requirement would otherwise not be met.

The purpose of any such purchases

of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted

to the warrant holders for approval in connection with our initial business combination.

Any such purchases of our securities may

result in the completion of our business combination that may not otherwise have been possible.

Any such purchases will be reported

pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting requirements.

Please see “Item 1.

Business —

Purchase of our Securities”

for a description of how our sponsor, directors, officers, advisors or any of their affiliates

will select which shareholders to purchase securities from in any private transaction.

In addition, if such purchases are made,

the public “float”

of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities

may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national

securities exchange.

If a shareholder fails to receive

notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures

for tendering its shares, such shares may not be redeemed.

We will comply with the proxy rules or

tender offer rules, as applicable, when conducting redemptions in connection with our business combination.

Despite our compliance

with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder

may not become aware of the opportunity to redeem its shares.

In addition, the proxy solicitation or tender offer materials, as

applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe

the various procedures that must be complied with in order to validly redeem or tender public shares.

For example, we may require

our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street

to either tender their certificates to our transfer agent prior to the date set forth in the proxy solicitation or

tender offer materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business

combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically.

event that a shareholder fails to comply with these or any other procedures, its shares may not be redeemed.

Please see “Item

Business —

stock certificates in connection with a tender offer or redemption rights.”

You will not have any rights or

interests in funds from the trust account, except under certain limited circumstances.

Therefore, to liquidate your investment,

you may be forced to sell your public shares or warrants, potentially at a loss.

Our public shareholders will be entitled

to receive funds from the trust account only upon the earliest to occur of:

(i) the redemption of any public shares properly submitted

in connection with our initial business combination (including the release of funds to pay any amounts due to any public shareholders

who properly exercise their redemption rights in connection therewith), (ii) the redemption of any public shares properly submitted

in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association

that would modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial

business combination within the completion window, or (iii) the redemption of our public shares if we are unable to complete an

initial business combination within the completion window, subject to applicable law and as further described herein.

circumstances will a public shareholder have any right or interest of any kind in the trust account.

Holders of warrants will not

have any right to the proceeds held in the trust account with respect to the warrants.

Accordingly, to liquidate your investment,

you may be forced to sell your public shares or warrants, potentially at a loss.

If we seek shareholder approval

of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”

of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such

shares in excess of 15% of our Class A ordinary shares.

If we seek shareholder approval of our

initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our amended and restated memorandum and articles of association provide 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 Exchange Act), will be restricted from seeking redemption rights with respect to more than

an aggregate of 15% of the shares sold in the Initial Public Offering without our prior consent, which we refer to as the “Excess

Shares.”

However, we would not be restricting our shareholders’

ability to vote all of their shares (including Excess

Shares) for or against our initial business combination.

Your inability to redeem the Excess Shares will reduce your influence

over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if

you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions with respect to

the Excess Shares if we complete our initial business combination.

And as a result, you will continue to hold that number of shares

exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially

Because of our limited resources

and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial

business combination.

If we are unable to complete our initial business combination, our public shareholders may receive only their

pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants

will expire worthless.

We expect to encounter intense competition from

other entities having a business objective similar to ours, including private investors (which may be individuals or investment

partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses

we intend to acquire.

Many of these individuals and entities are well-established and have extensive experience in identifying

and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.

of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial

resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there are numerous

target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the Private

Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be

limited by our available financial resources.

This inherent competitive limitation gives others an advantage in pursuing the acquisition

of certain target businesses.

Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares

for cash at the time of our initial business combination, in conjunction with a shareholder vote or via a tender offer.

businesses will be aware that this may reduce the resources available to us for our initial business combination.

obligations may place us at a competitive disadvantage in successfully negotiating a business combination.

If we are unable to

complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the

trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

In certain circumstances,

our public shareholders may receive less than $10.00 per share upon our liquidation.

third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount

received by shareholders may be less than $10.00 per share”

and other risk factors below.

If the net proceeds of the Initial

Public Offering and the sale of the Private Placement Warrants not being held in the trust account are insufficient to allow us

to operate for at least the duration of the completion window, we may be unable to complete our initial business combination, in

which case our public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our

warrants will expire worthless.

The funds available to us outside of

the trust account may not be sufficient to allow us to operate for at least the duration of the completion window, assuming that

our initial business combination is not completed during that time.

We believe that the funds available to us outside of the trust

account, including permitted withdrawals and loans or additional investments from our sponsor, will be sufficient to allow us to

operate for at least the duration of the completion window;

In the event that our initial shareholders, sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination, where it appears that such requirement would otherwise not be met.

The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination.

Any such purchases of our securities may result in the completion of our business combination that may not otherwise have been possible.

Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting requirements.

Please see “Item 1.

Business — Permitted Purchase of our Securities” for a description of how our sponsor, directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction.

In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If a shareholder fails to receive notice of our offer to redeem our public shares in connection with the pending Business Combination with GBT or a business combination with another target, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our business combination.

Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares.

In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares.

For example, we may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically.

In the event that a shareholder fails to comply with these or any other procedures, its shares may not be redeemed.

Please see “Item 1.

Business — Tendering Stock Certificates in Connection with a Tender Offer or Redemption Rights.”

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances.

Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of:

(i) the redemption of any public shares properly submitted in connection with our initial business combination (including the release of funds to pay any amounts due to any public shareholders who properly exercise their redemption rights in connection therewith), (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association that would modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window, or (iii) the redemption of our public shares if we are unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein.

In no other circumstances will a public shareholder have any right or interest of any kind in the trust account.

Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants.

Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

If you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

In connection with the pending Business Combination with GBT or if the pending Business Combination with GBT is not consummated and if we seek shareholder approval of a business combination with another target and we do not conduct redemptions in connection with such initial business combination pursuant to the tender offer rules, our 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 Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering without our prior consent, which we refer to as the “Excess Shares.” However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.

And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination.

If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

If we succeed in effecting the pending Business Combination with GBT, there will likely be significant competition from GBT’s competitors.

We cannot assure you that, subsequent to the pending Business Combination, we will have the resources or ability to compete effectively.

In the event that the pending Business Combination with GBT is not consummated, we expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.

Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.

Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.

This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination, in conjunction with a shareholder vote or via a tender offer.

Target businesses will be aware that this may reduce the resources available to us for our initial business combination.

Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.

In certain circumstances, our public shareholders may receive less than $10.00 per share upon our liquidation.

If the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants not being held in the trust account are insufficient to allow us to operate for at least the duration of the completion window, we may be unable to complete our initial business combination, in which case our public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

The funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the duration of the completion window, assuming that our initial business combination is not completed during that time.

We believe that the funds available to us outside of the trust account, including permitted withdrawals and loans or additional investments from our sponsor, will be sufficient to allow us to operate for at least the duration of the completion window;

however, we cannot assure you that our estimate is accurate.

funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search

for a target business.

We could also use a portion of the funds as a down payment or to fund a “no-shop”

(a provision in letters of intent or merger agreements designed to keep target businesses from “shopping”

transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business

combination, although we do not have any current intention to do so.

If we entered into a letter of intent or merger agreement

where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds

(whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due

diligence with respect to, a target business.

If we are unable to complete our initial business combination, our public shareholders

may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless.

Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business.

We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so.

If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless.

In certain circumstances, our public shareholders may receive less than $10.00 per share upon our liquidation.

third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount

received by shareholders may be less than $10.00 per share”

and other risk factors below.

If the net proceeds of the Initial

Public Offering and the sale of the Private Placement Warrants not being held in the trust account are insufficient to allow us

to operate for at least the duration of the completion window, it could limit the amount available to fund our search for a target

business or businesses and complete our initial business combination and we will depend on loans from our sponsor or management

team to fund our search for a business combination, to make permitted withdrawals and to complete our initial business combination.

If the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants not being held in the trust account are insufficient to allow us to operate for at least the duration of the completion window, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our sponsor or management team to fund our search for a business combination, to make permitted withdrawals and to complete our initial business combination.

If we are unable to obtain these loans, we may be unable to complete our initial business combination.

Of the net proceeds of the Initial Public

Offering and the sale of the Private Placement Warrants, as of December 31, 2020, only approximately $258,000 was available to

us outside the trust account to fund our working capital requirements.

The amount held in the trust account will not be impacted

as a result of such increase or decrease.

If our other sources of working capital are insufficient, we will depend on loans from

our sponsor or management team or a third party to fund our search, to pay our taxes and to complete our initial business combination.

If we are unable to obtain such loans, it could limit the amount available to fund our search for a target business and we may

be unable to complete our initial business combination.

Of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, as of December 31, 2021, only approximately $161,277 was available to us outside the trust account to fund our working capital requirements.

The amount held in the trust account will not be impacted as a result of such increase or decrease.

If our other sources of working capital are insufficient, we will depend on loans from our sponsor or management team or a third party to fund our search, to pay our taxes and to complete our initial business combination.

If we are unable to obtain such loans, it could limit the amount available to fund our search for a target business and we may be unable to complete our initial business combination.

We could also be forced to liquidate.

None of our sponsor, members of our

management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances.

Any such advances

would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business

Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price

of $1.50 per warrant at the option of the lender.

None of our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances.

Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination.

Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants.

completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate

of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights

to seek access to funds in our trust account.

If we are unable to complete our initial business combination because we do not have

sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

Consequently, our public

shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our

warrants will expire worthless.

third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount

received by shareholders may be less than $10.00 per share”

and other risk factors below.

Subsequent to our completion of

our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges

that could have a significant negative effect on our financial condition, results of operations and our stock price, which could

cause you to lose some or all of your investment.

Even if we conduct extensive due diligence

on a target business with which we combine, we cannot assure you that this diligence will surface all material issues in relation

to a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence,

or that factors outside of the target business and outside of our control will not later arise.

As a result of these factors, we

may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could

result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected risks may arise and

previously known risks may materialize in a manner not consistent with our preliminary risk analysis.

Even though these charges

may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute

to negative market perceptions about us or our securities.

In addition, charges of this nature may cause us to violate net worth

or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue

of our obtaining post-combination debt financing.

Accordingly, any shareholders who choose to remain shareholders following the

business combination could suffer a reduction in the value of their securities.

Such shareholders are unlikely to have a remedy

for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers

or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim

under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination

contained an actionable material misstatement or material omission.

If we are deemed to be an investment

company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities

may be restricted, which may make it difficult for us to complete our business combination.

If we are deemed to be an investment

company under the Investment Company Act, our activities may be restricted, including:

Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

Consequently, our public shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.

Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, including GBT, we cannot assure you that this diligence will surface all material issues in relation to a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise.

As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.

Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities.

In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing.

Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities.

Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

● restrictions on the nature of our investments;

● restrictions on the issuance of securities, each of which may make it difficult for us to complete our business combination.

In addition, we may have imposed upon

us burdensome requirements, including:

In addition, we may have imposed upon us burdensome requirements, including:

● registration as an investment company;

1 unchanged sentence

● reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment

company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily

in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting,

owning, holding or trading “investment securities”

constituting more than 40% of our assets (exclusive of U.S.

securities and cash items) on an unconsolidated basis.

Our business will be to identify and complete a business combination and

thereafter to operate the post-transaction business or assets for the long term.

We do not plan to buy businesses or assets with

a view to resale or profit from their resale.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term.

We do not plan to buy businesses or assets with a view to resale or profit from their resale.

We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our anticipated

principal activities will subject us to the Investment Company Act.

To this end, the proceeds held in the trust account may only

be invested in United States “government securities”

within the meaning of Section 2(a)(16) of the Investment Company

Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under

the Investment Company Act which invest only in direct U.S.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act.

To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Pursuant to the trust agreement, the

trustee is not permitted to invest in other securities or assets.

By restricting the investment of the proceeds to these instruments,

and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling

businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company”

within the meaning of the Investment Company Act.

Our shares are not intended for persons who are seeking a return on investments

in government securities or investment securities.

The trust account is intended as a holding place for funds pending the earliest

Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets.

By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act.

Our shares are not intended for persons who are seeking a return on investments in government securities or investment securities.

The trust account is intended as a holding place for funds pending the earliest to occur of:

(i) the completion of our initial business combination;

(ii) the redemption of any public shares properly submitted

in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association

that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial

business combination within the completion window;

or (iii) the redemption of our public shares if we are unable to complete our

initial business combination within the completion window, subject to applicable law.

If we do not invest the proceeds as discussed

above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be subject to the Investment Company

Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds

and may hinder our ability to complete a business combination, or may result in our liquidation.

If we are unable to complete our

initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account

that are available for distribution to public shareholders, and our warrants will expire worthless.

Our directors may decide not to

enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available

for distribution to our public shareholders.

In the event that the proceeds in the

trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the

trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value

of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable

to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors

would determine whether to take legal action against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent

directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible

that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do

so in any particular instance.

If our independent directors choose not to enforce these indemnification obligations, the amount

of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

If third parties bring claims against

us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be

less than $10.00 per share.

Our placing of funds in the trust account may

not protect those funds from third-party claims against us.

Although we will seek to have all vendors, service providers (other

than our independent registered public accounting firm), prospective target businesses and other entities with which we do business

execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account

for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements,

they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement,

breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in

each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account.

If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management

will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has

not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to

us than any alternative.

Making such a request of potential target businesses may make our acquisition proposal less attractive

to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target

businesses that we might pursue.

Examples of possible instances where

we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular

expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute

a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

In addition, there is no

guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any

negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

Upon redemption

of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the

exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment

of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.

the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in

the trust account, due to claims of such creditors.

Pursuant to the letter agreement, our sponsor has agreed that it will be liable

to us if and to the extent any claims by a third party (other than our independent public accountants) for services rendered or

products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality

or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser

of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation

of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the

interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or prospective

target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver

is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against

certain liabilities, including liabilities under the Securities Act.

However, we have not asked our sponsor to reserve for such

indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity

obligations and we believe that our sponsor’s only assets are securities of our company.

Therefore, we cannot assure you

that our sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the

trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per

public share.

In such event, we may not be able to complete our initial business combination, and you would receive such lesser

amount per share in connection with any redemption of your public shares.

None of our officers or directors will indemnify us for

claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If, after we distribute the proceeds

in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against

us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be

viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us

to claims of punitive damages.

If, after we distribute the proceeds

in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against

us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy

laws as either a “preferential transfer”

or a “fraudulent conveyance.”

As a result, a bankruptcy court

could seek to recover some or all amounts received by our shareholders.

In addition, our board of directors may be viewed as having

breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive

damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds

in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against

us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and

the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds

in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against

us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included

in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent

any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection

with our liquidation may be reduced.

Changes in laws or regulations,

or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and

complete our initial business combination, and results of operations.

We are subject to laws and regulations

enacted by national, regional and local governments.

In particular, we will be required to comply with certain SEC and other legal

requirements.

(ii) the redemption of any public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window;

or (iii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law.

If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination, or may result in our liquidation.

If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance.

If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.

Our placing of funds in the trust account may not protect those funds from third-party claims against us.

Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account.

If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Making such a request of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors.

Pursuant to the letter agreement, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent public accountants) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company.

Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share.

In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.

None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders.

In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments.

In particular, we are required to comply with certain SEC and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time and those changes could have

a material adverse effect on our business, investments and results of operations.

In addition, a failure to comply with applicable

laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to

negotiate and complete our initial business combination, and results of operations.

Our search for a business combination,

and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the

recent novel coronavirus (“COVID-19”) outbreak.

On March 11, 2020, the World Health Organization

officially declared the outbreak of the COVID-19 a “pandemic.”

A significant outbreak of COVID-19 has resulted in a

widespread health crisis that adversely affected the economies and financial markets worldwide, and could potentially adversely

affect the business of any potential target business with which we consummate a business combination.

Furthermore, we may be unable

to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings

with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and

consummate a transaction in a timely manner.

The extent to which COVID-19 impacts our search for a business combination will depend

on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning

the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19

or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination,

or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely

Because we are not limited to a

particular industry, sector or any specific target businesses with which to pursue our initial business combination, you will be

unable to ascertain the merits or risks of any particular target business’s operations.

We may seek to complete a business combination

with an operating company in any industry, sector or location.

However, we are not, under our amended and restated memorandum and

articles of association, permitted to effectuate our initial business combination with another blank check company or similar company

with nominal operations.

To the extent we complete our initial business combination, we may be affected by numerous risks inherent

in the business operations with which we combine.

For example, if we combine with a financially unstable business or an entity

lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of

a financially unstable or a development stage entity.

Although our officers and directors will endeavor to evaluate the risks inherent

in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors

or that we will have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control and

leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We also cannot

assure you that an investment in our securities will ultimately prove to be more favorable to investors than a direct investment,

if such opportunity were available, in a business combination target.

Accordingly, any securityholders who choose to remain securityholders

following our initial business combination could suffer a reduction in the value of their securities.

Such securityholders are

unlikely to have a remedy for such reduction in value of their securities.

We may seek acquisition opportunities

in industries or sectors that may be outside of our management’s areas of expertise.

We may consider a business combination outside

of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such

candidate offers an attractive acquisition opportunity for our company.

In the event we elect to pursue an acquisition outside

of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation

or operation, and the information contained in this annual report regarding the areas of our management’s expertise would

not be relevant to an understanding of the business that we elect to acquire.

As a result, our management may not be able to adequately

ascertain or assess all of the significant risk factors related to such acquisition.

Accordingly, any securityholders who choose

to remain securityholders following our initial business combination could suffer a reduction in the value of their securities.

Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations.

In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

Our ability to consummate a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak.

On March 11, 2020, the World Health Organization officially declared the outbreak of the COVID-19 a “pandemic.” A significant outbreak of COVID-19 has resulted in a widespread health crisis that adversely affected the economies and financial markets worldwide, and could potentially adversely affect the business of any potential target business with which we consummate a business combination.

Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner.

The extent to which COVID-19 impacts our ability to consummate a business combination depends on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of GBT or another target business with which we ultimately consummate a business combination, may be materially adversely affected.

Because we are not limited to a particular industry, sector or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

In the event that the pending Business Combination with GBT is not consummated, we may seek to complete a business combination with an operating company in any industry, sector or location.

However, we are not, under our amended and restated memorandum and articles of association, permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations.

To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine.

For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity.

Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We also cannot assure you that an investment in our securities will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target.

Accordingly, any securityholders who choose to remain securityholders following our initial business combination could suffer a reduction in the value of their securities.

Such securityholders are unlikely to have a remedy for such reduction in value of their securities.

We may seek acquisition opportunities in industries or sectors that may be outside of our management’s areas of expertise.

We may consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company.

In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this annual report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire.

As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors related to such acquisition.

Accordingly, any securityholders who choose to remain securityholders following our initial business combination could suffer a reduction in the value of their securities.

Such securityholders are unlikely to have a remedy for such reduction in value.

Although we have identified general

criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial

business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which

we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria

and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our

initial business combination will not have all of these positive attributes.

If we complete our initial business combination with

a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a

business that does meet all of our general criteria and guidelines.

In addition, if we announce a prospective business combination

with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption

rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum

net worth or a certain amount of cash.

In addition, if shareholder approval of the transaction is required by law, or we decide

to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval

of our initial business combination if the target business does not meet our general criteria and guidelines.

If we are unable

to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the

trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

We may seek business combination

opportunities with a financially unstable business or an entity lacking an established record of revenue or earnings, which could

subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.

To the extent we complete our initial

business combination with a financially unstable business or an entity lacking an established record of revenues, cash flows or

earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine.

These risks include

volatile revenues, cash flows or earnings and difficulties in obtaining and retaining key personnel.

Although our officers and

directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain

or assess all of the significant risk factors and we may not have adequate time to complete due diligence.

Furthermore, some of

these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely

impact a target business.

We may issue additional ordinary

shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of

our initial business combination.

We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares

at a ratio greater than one-to-one at the time of completion of our initial business combination as a result of the anti-dilution

provisions contained in our amended and restated memorandum and articles of association.

Any such issuances would dilute the interest

of our shareholders and likely present other risks.

Our amended and restated memorandum and

articles of association authorize the issuance of up to 300,000,000 Class A ordinary shares, par value $0.00005 per share, 60,000,000

Class B ordinary shares, par value $0.00005 per share, and 1,000,000 undesignated preferred shares, par value $0.00005 per share.

As of December 31, 2020, there were 218,319,000 and 39,579,750 authorized but unissued Class A ordinary shares and Class B ordinary

shares, respectively, available for issuance, which amount does not take into account Class A ordinary shares reserved for issuance

upon exercise of outstanding warrants, or shares issuable upon conversion of Class B ordinary shares.

Our Class B ordinary shares

are automatically convertible into Class A ordinary shares at the time of completion of our initial business combination, initially

at a one-for-one ratio but subject to adjustment as set forth herein.

As of December 31, 2020, there were no preferred shares issued

and outstanding.

Our Class B ordinary shares are convertible into Class A ordinary shares initially at a one-for-one ratio but

subject to adjustment as set forth herein, including in certain circumstances in which we issue Class A ordinary shares or equity-linked

securities related to our initial business combination.

We may issue a substantial number of

additional ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan

after completion of our initial business combination.

We may also issue Class A ordinary shares upon conversion of the Class B

ordinary shares at a ratio greater than one-to-one at the time of completion of our initial business combination as a result of

the anti-dilution provisions contained in our amended and restated memorandum and articles of association.

However, our amended

and restated memorandum and articles of association provide, among other things, that prior to our initial business combination,

we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account

or (ii) vote on any initial business combination.

These provisions of our amended and restated memorandum and articles of association,

like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes.

If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines.

In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash.

In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines.

We may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.

To the extent we complete our initial business combination with a financially unstable business or an entity lacking an established record of revenues, cash flows or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine.

These risks include volatile revenues, cash flows or earnings and difficulties in obtaining and retaining key personnel.

Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We may issue additional ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination.

We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of completion of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association.

Any such issuances would dilute the interest of our shareholders and likely present other risks.

Our amended and restated memorandum and articles of association authorizes the issuance of up to 300,000,000 Class A ordinary shares, par value $0.00005 per share, 60,000,000 Class B ordinary shares, par value $0.00005 per share, and 1,000,000 undesignated preferred shares, par value $0.00005 per share.

As of December 31, 2021, there were 218,319,000 and 39,579,750 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which amount does not take into account Class A ordinary shares reserved for issuance upon exercise of outstanding warrants, or shares issuable upon conversion of Class B ordinary shares.

Our Class B ordinary shares are automatically convertible into Class A ordinary shares at the time of completion of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein.

As of December 31, 2021, there were no preferred shares issued and outstanding.

Our Class B ordinary shares are convertible into Class A ordinary shares initially at a one-for-one ratio but subject to adjustment as set forth herein, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related to our initial business combination.

Due to additional ordinary share issuances, if the pending Business Combination with GBT is consummated, our shareholders will experience dilution.

If the pending Business Combination with GBT is not consummated, we may issue a substantial number of additional ordinary shares or preferred shares to complete another proposed initial business combination or under an employee incentive plan after completion of our initial business combination.

We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of completion of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association.

However, our amended and restated memorandum and articles of association provides, among other things, that prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.

The issuance of additional ordinary shares or preferred shares:

● may significantly dilute the equity interest of investors;

may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded

our ordinary shares;

could cause a change in control if a substantial number of our ordinary shares are issued, which may affect, among other things,

our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present

officers and directors;

● may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares;

● could cause a change in control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

● may adversely affect prevailing market prices for our Units, Class A ordinary shares and/or warrants.

We are not required to obtain an

opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance

from an independent source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we complete our business combination

with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm that is a member

of FINRA or from an independent accounting firm that the price we are paying is fair to our company from a financial point of view.

If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair

market value based on standards generally accepted by the financial community.

Such standards used will be disclosed in our proxy

solicitation or tender offer materials, as applicable, related to our initial business combination.

If our board of directors is

not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an

independent investment banking firm.

However, our shareholders may not be provided with a copy of such opinion, nor will they be

able to rely on such opinion.

Resources could be wasted in researching

business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire

or merge with another business.

If we are unable to complete our initial business combination, our public shareholders may only

receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and

our warrants will expire worthless.

We anticipate that the investigation

of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other

instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants

If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed

transaction likely would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target business, we may

fail to complete our initial business combination for any number of reasons including those beyond our control.

Any such event

will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate

and acquire or merge with another business.

If we are unable to complete our initial business combination, our public shareholders

may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders,

and our warrants will expire worthless.

Our current officers may not remain

in their positions following our business combination.

We may have a limited ability to assess the management of a prospective

target business and, as a result, may effect our initial business combination with a target business whose management may not have

the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our shareholders’

investment in us.

When evaluating the desirability of effecting

our initial business combination with a prospective target business, our ability to assess the target business’s management

may be limited due to a lack of time, resources or information.

Our assessment of the capabilities of the target business’s

management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.

Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public

company, the operations and profitability of the post-combination business may be negatively impacted.

Accordingly, any shareholders

who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities.

Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the

reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they

are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials (as

applicable) relating to the business combination contained an actionable material misstatement or material omission.

The officers and directors of an

acquisition candidate may resign upon completion of our initial business combination.

The loss of a business combination target’s

key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s

key personnel upon the completion of our initial business combination cannot be ascertained at this time.

Although we contemplate

that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate

following our initial business combination, it is possible that members of the management of an acquisition candidate will not

wish to remain in place.

We may only be able to complete

one business combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which

will cause us to be solely dependent on a single business which may have a limited number of products or services.

diversification may negatively impact our operations and profitability.

The net proceeds from the Initial Public

Offering and the sale of the Private Placement Warrants provided us with $816,810,000 (that we may use to complete our initial

business combination (which includes $28,588,350 of deferred underwriting commissions being held in the trust account)).

We may effectuate our initial business

combination with a single target business or multiple target businesses simultaneously or within a short period of time.

we may not be able to effectuate our initial business combination with more than one target business because of various factors,

including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements

with the SEC that present operating results, and the financial condition of several target businesses as if they had been operated

on a combined basis.

By completing our initial business combination with only a single entity, our lack of diversification may

subject us to numerous economic, competitive and regulatory developments.

Further, we would not be able to diversify our operations

or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to

complete several business combinations in different industries or different areas of a single industry.

Accordingly, the prospects

for our success may be:

We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we complete our business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that the price we are paying is fair to our company from a financial point of view.

If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community.

Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.

If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm.

However, our shareholders may not be provided with a copy of such opinion, nor will they be able to rely on such opinion.

Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others.

If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control.

Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

Our current officers may not remain in their positions following our business combination.

We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our shareholders’ investment in us.

When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information.

Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.

Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted.

Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities.

Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials (as applicable) relating to the business combination contained an actionable material misstatement or material omission.

The officers and directors of an acquisition candidate may resign upon completion of our initial business combination.

The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

We may only be able to complete one business combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services.

This lack of diversification may negatively impact our operations and profitability.

The net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants provided us with $816,810,000 (that we may use to complete our initial business combination (which includes $28,588,350 of deferred underwriting commissions being held in the trust account)).

We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time.

However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results, and the financial condition of several target businesses as if they had been operated on a combined basis.

By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments.

Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry.

Accordingly, the prospects for our success may be:

● solely dependent upon the performance of a single business, property or asset, or

● dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject

us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular

industry in which we may operate subsequent to our business combination.

We may attempt to simultaneously

complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business

combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire

several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its

business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us,

and delay our ability, to complete our initial business combination.

With multiple business combinations, we could also face additional

risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if

there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services

or products of the acquired companies in a single operating business.

If we are unable to adequately address these risks, it could

negatively impact our profitability and results of operations.

We may attempt to complete our

initial business combination with a private company about which little information is available, which may result in a business

combination with a company that is not as profitable as we suspected, if at all.

In pursuing our business combination

strategy, we may seek to effectuate our initial business combination with a privately held company.

Very little public information

generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial

business combination on the basis of limited information, which may result in a business combination with a company that is not

as profitable as we suspected, if at all.

Our management may not be able

to maintain control of a target business after our initial business combination.

We cannot provide assurance that, upon loss of

control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate

such business.

We may structure a business combination

so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests

or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires

50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the

post-transaction company not to be required to register as an investment company under the Investment Company Act.

consider any transaction that does not meet such criteria.

Even if the post-transaction company owns 50% or more of the voting

securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post

business combination company, depending on valuations ascribed to the target and us in the business combination transaction.

example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding

capital stock of a target.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our business combination.

We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination.

With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.

If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company such as GBT.

Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

Our management may not be able to maintain control of a target business after our initial business combination.

We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure a business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act.

We will not consider any transaction that does not meet such criteria.

Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% interest in the target.

However, as a result of the issuance of

a substantial number of new shares, our shareholders immediately prior to such transaction could own less than a majority of our

outstanding ordinary shares subsequent to such transaction.

In addition, other minority shareholders may subsequently combine their

holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired.

However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding ordinary shares subsequent to such transaction.

In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired.

Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

We do not have a specified maximum

redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete a business combination

with which a substantial majority of our shareholders do not agree.

Our amended and restated memorandum and

articles of association do not provide a specified maximum redemption threshold, except that in no event will we redeem our public

shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC’s

“penny stock”

As a result, we may be able to complete our business combination even though a substantial majority

of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval

of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant

to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors,

advisors or any of their affiliates.

In the event the aggregate cash consideration we would be required to pay for all Class A

ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms

of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination

or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead

may search for an alternate business combination.

Our amended and restated memorandum

and articles of association require the affirmative vote of a majority of our board of directors, to approve our initial business

combination, which may have the effect of delaying or preventing a business combination that our public shareholders would consider

Our amended and restated memorandum and

articles of association require the affirmative vote of a majority of our board of directors.

Accordingly, it is unlikely that

we will be able to enter into an initial business combination unless our sponsor’s members find the target and the business

combination attractive.

This may make it more difficult for us to approve and enter into an initial business combination than other

blank check companies and could result in us not pursuing an acquisition target or other board or corporate action that our public

shareholders would find favorable.

In order to effectuate our initial

business combination, we may seek to amend our amended and restated memorandum and articles of association or other governing instruments

in a manner that will make it easier for us to complete our initial business combination but that some of our shareholders or warrant

holders may not support.

In order to effectuate a business combination,

blank check companies have, in the past, amended various provisions of their constitutional documents and modified governing instruments.

For example, blank check companies have amended the definition of business combination, increased redemption thresholds and changed

industry focus.

We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association

or governing instruments in order to effectuate our initial business combination though amending our amended and restated memorandum

and articles of association require at least a special resolution of our shareholders as a matter of Cayman Islands law.

Certain provisions of our amended

and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions

of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of at least

two-thirds of our ordinary shares who attend and vote in a general meeting, which is a lower amendment threshold than that of some

other blank check companies.

It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association

and the trust agreement to facilitate the completion of an initial business combination that some of our shareholders may not support.

Some other blank check companies have a provision

in their constitutional documents which prohibits the amendment of certain of its constitutional provisions, including those which

relate to a company’s pre-business combination activity, without approval by holders of a certain percentage of the company’s

In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of

the company’s public shares.

Our amended and restated memorandum and articles of association provide that any of its provisions,

including those related to pre-business combination activity (including the requirement to deposit proceeds of the Initial Public

Offering and the Private Placement Warrants into the trust account and not release such amounts except in specified circumstances,

and to provide redemption rights to public shareholders, as described herein), but excluding the provisions of the articles relating

to the election or removal of directors and continuation of the company in a jurisdiction outside the Cayman Islands, may be amended

if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding

provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of

65% of our ordinary shares.

Our initial shareholders, who collectively beneficially own 20% of our ordinary shares as of the

date of this annual report, may participate in any vote to amend our amended and restated memorandum and articles of association

and/or trust agreement and will have the discretion to vote in any manner they choose.

As a result, we may be able to amend the

provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior

more easily than some other blank check companies, and this may increase our ability to complete a business combination with which

you do not agree.

Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles

of association.

Our sponsor, officers, directors and

director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended

and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100%

of our public shares if we have not consummated an initial business combination within the completion window, unless we provide

our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment 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 make permitted withdrawals, divided by the number of then outstanding

public shares.

These agreements are contained in the letter agreement, that we have entered into with our sponsor, officers, directors

and director nominees.

Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result,

will not have the ability to pursue remedies against our sponsor, officers, directors or director nominees for any breach of these

As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject

to applicable law.

We may be unable to obtain additional

financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel

us to restructure or abandon a particular business combination.

If we are unable to complete our initial business combination,

our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution

to public shareholders, and our warrants will expire worthless.

If the net proceeds of the Initial Public

Offering and the sale of the Private Placement Warrants prove to be insufficient for our initial business combination, either because

of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the

obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial

business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination,

we may be required to seek additional financing or to abandon the proposed business combination.

We cannot assure you that such

financing will be available on acceptable terms, if at all.

To the extent that additional financing proves to be unavailable when

needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that

particular business combination and seek an alternative target business candidate.

If we are unable to complete our initial business

combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available

for distribution to public shareholders, and our warrants will expire worthless.

In addition, even if we do not need additional

financing to complete our business combination, we may require such financing to fund the operations or growth of the target business.

The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target

None of our officers, directors or shareholders is required to provide any financing to us in connection with or after

our business combination.

The securities in the trust account

could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption

amount received by public shareholders may be less than $10.00 per share.

The proceeds held in the trust account

are invested only in U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds meeting

certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

Our amended and restated memorandum and articles of association requires the affirmative vote of a majority of our board of directors, to approve our initial business combination, which may have the effect of delaying or preventing a business combination that our public shareholders would consider favorable.

Our amended and restated memorandum and articles of association requires the affirmative vote of a majority of our board of directors.

Accordingly, it is unlikely that we will be able to enter into an initial business combination unless our sponsor’s members find the target and the business combination attractive.

This may make it more difficult for us to approve and enter into an initial business combination than other blank check companies and could result in us not pursuing an acquisition target or other board or corporate action that our public shareholders would find favorable.

In order to effectuate our initial business combination, we may seek to amend our amended and restated memorandum and articles of association or other governing instruments in a manner that will make it easier for us to complete our initial business combination but that some of our shareholders or warrant holders may not support.

In order to effectuate a business combination, blank check companies have, in the past, amended various provisions of their constitutional documents and modified governing instruments.

For example, blank check companies have amended the definition of business combination, increased redemption thresholds and changed industry focus.

We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in order to effectuate our initial business combination though amending our amended and restated memorandum and articles of association requires at least a special resolution of our shareholders as a matter of Cayman Islands law.

Certain provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, which is a lower amendment threshold than that of some other blank check companies.

It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial business combination that some of our shareholders may not support.

Some other blank check companies have a provision in their constitutional documents which prohibits the amendment of certain of its constitutional provisions, including those which relate to a company’s pre-business combination activity, without approval by holders of a certain percentage of the company’s shares.

In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the company’s public shares.

Our amended and restated memorandum and articles of association provides that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of the Initial Public Offering and the Private Placement Warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders, as described herein), but excluding the provisions of the articles relating to the election or removal of directors and continuation of the company in a jurisdiction outside the Cayman Islands, may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares.

Our initial shareholders, who collectively beneficially own 20% of our ordinary shares as of the date of this annual report, may participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose.

As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which governs our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree.

Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment 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 make permitted withdrawals, divided by the number of then outstanding public shares.

These agreements are contained in the letter agreement, that we have entered into with our sponsor, officers and directors.

Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, officers or directors for any breach of these agreements.

As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.

If the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants prove to be insufficient for our initial business combination, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination.

We cannot assure you that such financing will be available on acceptable terms, if at all.

To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate.

In addition, even if we do not need additional financing to complete our business combination, we may require such financing to fund the operations or growth of the target business.

The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business.

None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our business combination.

The securities in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.

The proceeds held in the trust account are invested only in U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

government treasury obligations.

While short-term U.S.

government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative

interest rates in recent years.

Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open

Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the

United States.

In the event that we are unable to complete our initial business combination or make certain amendments to our amended

and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share of the

proceeds held in the trust account, plus any interest income not released to us, net of taxes payable.

Negative interest rates

could impact the per-share redemption amount that may be received by public shareholders.

In addition, we are allowed to remove

permitted withdrawals to pay our taxes;

this means that even with a positive interest rate, most or all of the interest income

may be withdrawn by us and not be available to fund our business combination or to be returned to investors upon a redemption.

We may reincorporate in another

jurisdiction in connection with our initial business combination, in which case the laws of such jurisdiction would govern some

or all of our future material agreements, and we may not be able to enforce our legal rights.

In connection with our initial business

combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction.

If we determine

to do this, the laws of such jurisdiction may govern some or all of our future material agreements.

The system of laws and the

enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business,

business opportunities or capital.

Risks Relating to Conflicts and Our

Management Team

Certain members of our management

and board will be required to present opportunities to Apollo prior to us, and we may not receive any opportunity to acquire a

target business that would be attractive to us.

Certain members of our management team

and directors, including those who are affiliated with Apollo, have fiduciary duties or are subject to contractual obligations

or policies and procedures that require them to present business opportunities that may be appropriate for one or more entities,

including Apollo Funds, to the respective investment committees of such entities or funds prior to presenting such opportunities

to us regardless of the capacity in which they are made aware of such opportunities.

As a result, we may not receive any opportunity

to acquire a target business that would be attractive to us.

Our amended and restated memorandum and articles of association provide

that to the maximum extent permitted by applicable law, we renounce any interest or expectancy in, or in being offered an opportunity

to participate in, any potential transaction or matter which may be a corporate opportunity for both us and another entity, including

any Apollo entity, about which any member of our management team or director acquires knowledge and we will waive any claim or

cause of action we may have in respect thereof.

We cannot guarantee that any opportunity that would be suitable for us will not

be pursued by another entity, including Apollo or an Apollo Fund, or that any opportunity that is passed upon by such other entity

will be referred to us in a timely manner or at all.

Apollo may choose not to refer

certain opportunities to us due to reputational interests, financial interests, confidentiality concerns, legal, regulatory, tax

and any other interests or considerations relevant to Apollo, its clients and their respective portfolio companies.

Apollo, together with its clients, engages

in a broad range of business activities and invests in a broad range of businesses and assets.

Apollo takes into account interests

of its affiliates, clients and each of their respective portfolio companies (including reputational interests, financial interests,

confidentiality concerns, legal, regulatory, tax and any other interests or considerations that arise from time to time) when determining

whether to pursue (or how to structure) a potential transaction or investment opportunity.

As a result, it is possible that Apollo

may choose not to refer a business opportunity to us or that members of our management or directors who are affiliated with Apollo

may choose not to pursue an opportunity notwithstanding that such opportunity would be attractive to us due to the reputational,

financial, confidentiality, legal, regulatory, tax and/or other interests or considerations of Apollo and its affiliates.

We are dependent upon our officers

and directors, and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively

small group of individuals and, in particular, our officers and directors.

We believe that our success depends on the continued

service of our officers and directors, at least until we have completed our initial business combination.

In addition, our officers

and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest

in allocating their time among various business activities, including identifying potential business combinations and monitoring

the related due diligence.

We do not have an employment agreement with, or key-man insurance on the life of, any of our directors

The unexpected loss of the services of one or more of our directors or officers or their removal could have a detrimental

effect on us.

Our ability to successfully effect

our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel,

some of whom may join us following our initial business combination.

The loss of key personnel could negatively impact the operations

and profitability of our post-combination business.

Our ability to successfully effect our

business combination is dependent upon the efforts of our key personnel.

The role of our key personnel in the target business,

however, cannot presently be ascertained.

Although some of our key personnel may remain with the target business in senior management

or advisory positions following our business combination, it is likely that some or all of the management of the target business

will remain in place.

While we intend to closely scrutinize any individuals we engage after our initial business combination, we

cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the

requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them

become familiar with such requirements.

In addition, the officers and directors

of an acquisition candidate may resign upon completion of our initial business combination.

The departure of a business combination

target’s key personnel could negatively impact the operations and profitability of our post-combination business.

of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained

at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated

with the acquisition candidate following our initial business combination, it is possible that members of the management of an

acquisition candidate will not wish to remain in place.

The loss of key personnel could negatively impact the operations and profitability

of our post-combination business.

Our key personnel may negotiate

employment or consulting agreements with a target business in connection with a particular business combination, and a particular

business combination may be conditioned on the retention or resignation of such key personnel.

These agreements may provide for

them to receive compensation following our business combination and as a result, may cause them to have conflicts of interest in

determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain

with our company after the completion of our business combination only if they are able to negotiate employment or consulting agreements

in connection with the business combination.

Such negotiations would take place simultaneously with the negotiation of the business

combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for

services they would render to us after the completion of the business combination.

Such negotiations also could make such key personnel’s

retention or resignation a condition to any such agreement.

The personal and financial interests of such individuals may influence

their motivation in identifying and selecting a target business.

Our officers and directors will

allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote

to our affairs.

government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years.

Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States.

In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income not released to us, net of taxes payable.

Negative interest rates could impact the per-share redemption amount that may be received by public shareholders.

In addition, we are allowed to remove permitted withdrawals to pay our taxes;

this means that even with a positive interest rate, most or all of the interest income may be withdrawn by us and not be available to fund our business combination or to be returned to investors upon a redemption.

We may reincorporate in another jurisdiction in connection with our initial business combination, in which case the laws of such jurisdiction would govern some or all of our future material agreements, and we may not be able to enforce our legal rights.

If the pending Business Combination with GBT is consummated, we will, and if we consummate an initial business combination with another target, we may, relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction.

If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements.

The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

Our warrants included in the units, our private placement warrants and any warrants issued to our sponsor upon conversion of loans will be accounted for as a liability and any change in value will be required to be reflected in quarterly and annual financial statements, which may have an adverse effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC (the “ SEC Staff ”) issued together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies (“ SPAC ”) entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “ Staff Statement ”).

In the Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to warrants included in units and private placement warrants may result in the classification of these financial instruments as a liability as opposed to equity.

We reviewed the Staff Statement and have been accounting for the 39,451,134 warrants issued in connection with our Initial Public Offering (including the 27,227,000 Acquiror Cayman Warrants in the Initial Public Offering and the 12,224,134 Private Placement Warrants) and any warrants issued to our Sponsor upon conversion of loans in accordance with the guidance contained in ASC 815-40 “Derivatives and Hedging — Contracts in Entity’s Own Equity” (ASC 815-40).

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

Accordingly, we classify each warrant as a liability at its fair value.

This liability is subject to re-measurement at each balance sheet date.

With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our statement of operations and therefore our reported earnings.

The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A ordinary shares.

In addition, potential targets may seek a SPAC that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.

We have identified a material weakness in our internal control over financial reporting as of December 31, 2021 solely related to our accounting for complex financial instruments.

If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Following the issuance of the Staff Statement and the conclusion that the classification of $5,000,001 in permanent equity was not appropriate and that the public shares should be reclassified as temporary equity, our management concluded that, a material weakness exists in our internal controls over financial reporting, solely related to our accounting for complex financial instruments.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud.

We continue to evaluate steps to remediate the material weakness.

These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If we identify any new material weakness in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements.

In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result.

We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

We, and following our initial business combination, the post-business combination company, may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

As a result of the material weakness in our internal controls over financial reporting described above, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weakness in our internal controls over financial reporting and the preparation of our financial statements.

As of the date of this annual report, we have no knowledge of any such litigation or dispute.

However, we can provide no assurance that such litigation or dispute will not arise in the future.

Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete an initial business combination.

As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets.

This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.

In recent years, the number of SPACs that have been formed has increased substantially.

Many potential targets for SPACs have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration.

As a result, at times, fewer attractive targets may be available, and in the event our pending Business Combination with GBT is not consummated, it may require more time, more effort and more resources to identify another suitable target and to consummate an initial business combination.

In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms.

Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination.

This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.

Risks Relating to the Pending Business Combination with GBT

The pending Business Combination with GBT may not be completed on the anticipated terms and there are uncertainties and risks related to consummating the pending Business Combination with GBT.

On December 2, 2021, we entered into a Business Combination Agreement with GBT, pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, GBT will become our direct subsidiary, with us being renamed “Global Business Travel Group, Inc.” and conducting its business through GBT in an umbrella partnership-C corporation structure.

The Closing may not be completed on the anticipated terms and there are uncertainties and risks related to consummating the Business Combination.

The Closing is subject to certain conditions, including, among other things, (i) that the approval of the Shareholder Proposals (other than any separate or unbundled advisory proposals as are required to implement the Domestication or the changes to APSG’s amended and restated memorandum and articles of association) has been obtained;

(ii) the expiration or termination of any applicable waiting period under the HSR Act (which expired at 11:59 p.m.

Eastern Time on January 18, 2022) and receipt of approval from (or a notification or final notification that no further action will be taken by) the U.K.

Secretary of State pursuant to the NSIA (including a notification by the U.K.

Secretary of State that no further action will be taken in relation to the transaction, or final notification by the U.K.

Secretary of State that no further action will be taken by the NSIA in relation to a call-in notice in respect of the transaction) (which was received on February 23, 2022);

(iii) that the amount of available cash at Closing, including the amount in our trust account (net of APSG Share Redemption), our cash on hand (outside the trust account) and the aggregate gross purchase price received by APSG in connection with the PIPE Investment, is at least $300 million (which is only a condition in favor of GBT, but cannot be waived without the prior written consent of APSG (such consent to not be unreasonably withheld, conditioned or delayed));

(iv) satisfaction of covenant and representation and warranty bring-down conditions and receipt of certificates from each party certifying the satisfaction of such conditions;

(v) the absence of any law or order that would prohibit or make illegal the Transactions;

(vi) the absence of a Company Material Adverse Effect or an Acquiror Material Adverse Effect (as each is defined in the Business Combination Agreement);

(vii) the approval of the listing of Domesticated Acquiror Class A Common Stock on the New York Stock Exchange;

(viii) the effectiveness of the Domestication;

(ix) APSG’s net tangible assets not being less than $5,000,001;

and (x) the effectiveness of the Registration Statement.

To the extent permitted by law (and subject to the limitation described in clause (iii) above), the conditions in the Business Combination Agreement may be waived by the parties.

An active trading market for the Domesticated Acquiror Class A Common Stock may never develop or be sustained, which may cause shares of the Domesticated Acquiror Class A Common Stock to trade at a discount to the price implied by the Business Combination and make it difficult to sell shares of Domesticated Acquiror Class A Common Stock.

We expect to list the Domesticated Acquiror Class A Common Stock on the NYSE under the symbol “GBTG.” However, we cannot assure you that an active trading market for the Domesticated Acquiror Class A Common Stock will develop on that exchange or elsewhere or, if developed, that any market will be sustained.

Accordingly, we cannot assure you of the likelihood that an active trading market for the Domesticated Acquiror Class A Common Stock will develop or be maintained, the liquidity of any trading market, your ability to sell your shares of the Domesticated Acquiror Class A Common Stock when desired or the prices that you may obtain for your shares.

Additionally, the Domesticated Acquiror Class A Common Stock likely will not be eligible to be included in certain stock indices because of our dual class voting structure.

For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes.

S&P, Dow Jones and FTSE Russell have each announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500.

These changes exclude companies with multiple classes of shares from being added to these indices.

The market price of the Domesticated Acquiror Class A Common Stock may be volatile and fluctuate substantially, which could cause the value of your investment to decline.

The trading price of the Domesticated Acquiror Class A Common Stock following the Business Combination is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control.

These fluctuations could cause you to lose all or part of your investment in the Domesticated Acquiror Class A Common Stock.

Factors that could cause fluctuations in the trading price of the Domesticated Acquiror Class A Common Stock include the following:

● price and volume fluctuations in the overall stock market from time to time;

● volatility in the trading prices and trading volumes of travel industry stocks;

● changes in operating performance and stock market valuations of other travel companies generally, or those in our industry in particular;

● sales of shares of the Domesticated Acquiror Class A Common Stock by stockholders or by us;

● failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;

● the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections;

● announcements by us or our competitors of new offerings or platform features;

● the public’s reaction to our press releases, other public announcements and filings with the SEC;

● rumors and market speculation involving us or other companies in our industry;

● actual or anticipated changes in our results of operations or fluctuations in our results of operations;

● the COVID-19 pandemic and its impact on the travel industry;

● actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

● litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

● developments or disputes concerning our intellectual property or other proprietary rights;

● announced or completed acquisitions of businesses, services or technologies by us or our competitors;

● new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

● changes in accounting standards, policies, guidelines, interpretations or principles;

● any significant change in our management;

● general economic conditions and slow or negative growth of our markets;

● other factors described in this “Risk Factors” section.

In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies.

This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

If securities analysts do not publish research or reports about our business or if they publish negative evaluations of the Domesticated Acquiror Class A Common Stock, the market price and trading volume of the Domesticated Acquiror Class A Common Stock could decline.

The trading market for the Domesticated Acquiror Class A Common Stock will rely, in part, on the research and reports that industry or financial analysts publish about us or our business.

We do not currently have, and may never obtain, research coverage by industry or financial analysts.

If no, or few, analysts commence coverage of us, the trading price of the Domesticated Acquiror Class A Common Stock would likely decrease.

Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of the Domesticated Acquiror Class A Common Stock, the price of the Domesticated Acquiror Class A Common Stock could decline.

If one or more of these analysts cease to cover the Domesticated Acquiror Class A Common Stock, we could lose visibility in the market for the Domesticated Acquiror Class A Common Stock, which in turn could cause our stock price to decline.

Our failure to maintain effective internal controls over financial reporting could harm us.

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting.

Internal controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

Under standards established by the PCAOB, a deficiency in internal controls over financial reporting exists when the design or operation of a control does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.

The PCAOB defines a material weakness as a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected, on a timely basis.

The PCAOB defines a significant deficiency as a deficiency, or a combination of deficiencies, in internal controls over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of a registrant’s financial reporting.

We cannot assure you that material weaknesses and control deficiencies will not be discovered in the future.

Our failure to maintain effective disclosure controls and internal controls over financial reporting could have an adverse effect on our business and could cause investors to lose confidence in our financial statements, which could cause a decline in the price of the Domesticated Acquiror Class A Common Stock, and we may be unable to maintain compliance with the NYSE listing standards.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future.

This could cause the market price of the Domesticated Acquiror Class A Common Stock to drop significantly, even if PubCo’s business is doing well.

The sale of substantial amounts of shares of the Domesticated Acquiror Class A Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of the shares of the Domesticated Acquiror Class A Common Stock.

These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Upon consummation of the Business Combination, the PIPE Investors will own 33.5 million of the outstanding shares of Domesticated Acquiror Class A Common Stock sold to the PIPE Investors pursuant to the PIPE Subscription Agreements (the “ PIPE Securities ”).

While the PIPE Investors will agree, and will continue to be subject, to certain restrictions regarding the transfer of PIPE Securities, these shares may be sold after the expiration of the lock-up restrictions (if applicable).

We will file one or more registration statements prior to or shortly after the closing of the Business Combination to provide for the resale of the PIPE Securities from time to time.

We will also enter into the Amended and Restated Registration Rights Agreement, which will require us to register under the Securities Act all the shares of Domesticated Acquiror Class A Common Stock held, or issuable upon exchange, by the parties to the Amended and Restated Registration Rights Agreement.

The PIPE Securities and other Domesticated Acquiror Class A Common Stock registered pursuant to the Amended and Restated Registration Rights Agreement (which, together, we expect to be approximately 461 million shares as of Closing) will also be available for the sale in the open market upon such registration.

As restrictions on resale end and the registration statements are available for use, the market price of the Domesticated Acquiror Class A Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Future issuances of the Domesticated Acquiror Class A Common Stock or rights to purchase the Domesticated Acquiror Class A Common Stock, including pursuant to our equity incentive plan, in connection with acquisitions or otherwise, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

After the Closing, we would have approximately 2,461,698,750 shares of Domesticated Acquiror Class A Common Stock authorized but unissued, assuming that no Class A ordinary shares are redeemed from the public stockholders, or approximately 2,542,879,750 shares of Domesticated Acquiror Class A Common Stock authorized but unissued, assuming maximum redemptions.

The Certificate of Incorporation and the applicable provisions of the DGCL authorize us to issue these shares of Domesticated Acquiror Class A Common Stock and options, rights, warrants and appreciation rights relating to Domesticated Acquiror Class A Common Stock for the consideration and on the terms and conditions established by the PubCo Board in its sole discretion, whether in connection with acquisitions, or otherwise.

In the future, we expect to obtain financing or to further increase our capital resources by issuing additional shares of our capital stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock.

Issuing additional shares of our capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of the Domesticated Acquiror Class A Common Stock, or both.

Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion.

Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of the Domesticated Acquiror Class A Common Stock.

Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing, or nature of our future offerings.

As a result, holders of the Domesticated Acquiror Class A Common Stock bear the risk that our future offerings may reduce the market price of the Domesticated Acquiror Class A Common Stock and dilute their percentage ownership.

We do not currently intend to pay cash dividends on the Domesticated Acquiror Class A Common Stock, so any returns will be substantially limited to the value of the Domesticated Acquiror Class A Common Stock.

We have no current plans to pay any cash dividends on the Domesticated Acquiror Class A Common Stock.

The declaration, amount and payment of any future dividends on shares of the Domesticated Acquiror Class A Common Stock will be at the sole discretion of the PubCo Board.

We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends from future earnings for the foreseeable future.

In addition, our ability to pay dividends is limited by the Senior Secured Credit Agreement and may be limited by covenants under other indebtedness we and our subsidiaries incur in the future, as well as other limitations and restrictions imposed by law.

As a result, you may not receive any return on an investment in the Domesticated Acquiror Class A Common Stock unless you sell the Domesticated Acquiror Class A Common Stock at a greater price than that which you paid for it.

If PubCo’s voting power continues to be highly concentrated, it may prevent minority stockholders from influencing significant corporate decisions and may result in conflicts of interest.

Immediately following the Business Combination and the application of the net proceeds from this Business Combination, the Continuing JerseyCo Owners and their affiliates will control a majority of PubCo’s voting power as a result of their ownership of Domesticated Acquiror Class B Common Stock.

Moreover, the Shareholders Agreement will contain provisions relating to the corporate governance of PubCo.

Even when the Continuing JerseyCo Owners and their affiliates cease to own shares of PubCo’s common stock representing a majority of the voting power, for so long as the Continuing JerseyCo Owners continue to own a significant percentage of its common stock, the Continuing JerseyCo Owners will still be able to significantly influence the composition of the PubCo Board and the approval of actions requiring stockholder approval through their combined voting power.

Accordingly, the Continuing JerseyCo Owners and their affiliates will have significant influence with respect to our management, significant operational and strategic decisions, business plans and policies through their voting power and their rights under the Shareholders Agreement.

Further, the Continuing JerseyCo Owners and their affiliates, through their combined voting power and their rights under the Shareholders Agreement, may be able to cause or prevent a change of control of our company or a change in the composition of the PubCo Board and could preclude any unsolicited acquisition of our company.

This concentration of voting power could deprive you of an opportunity to receive a premium for your shares of Domesticated Acquiror Class A Common Stock as part of a sale of our company and ultimately may negatively affect the market price of the Domesticated Acquiror Class A Common Stock.

The Continuing JerseyCo Owners and their affiliates engage in a broad spectrum of activities.

Subject to certain restrictions on competition contained in the Shareholders Agreement, in the ordinary course of their business activities, the Continuing JerseyCo Owners and their affiliates may engage in activities where their interests conflict with our interests, your interests or those of our other stockholders.

The Certificate of Incorporation and Proposed Bylaws will also provide that the Delaware Court of Chancery will be the sole and exclusive forum for certain disputes between us and our stockholders which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

The Certificate of Incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Delaware Court of Chancery shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any (a) derivative action or proceeding brought on behalf of PubCo, (b) action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of PubCo to PubCo or PubCo’s stockholders, or any claim for aiding and abetting such alleged breach, (c) action asserting a claim arising under any provision of the DGCL, Certificate of Incorporation or the Proposed Bylaws or as to which the DGCL confers jurisdiction on the Delaware Court of Chancery, (d) action to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or the Proposed Bylaws, (e) action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware or (f) any action asserting an “internal corporate claim” as defined in Section 115 of the DGCL.

The Certificate of Incorporation will further provide that (i) such exclusive forum provision shall not apply to claims or causes of action brought to enforce a duty or liability created by the Securities Act or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction, and (ii) unless PubCo consents, in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a right under the Securities Act.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to the exclusive-forum provision of the Certificate of Incorporation.

This exclusive-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees.

If a court were to find the exclusive-forum provision in the Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

For example, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act.

The Domesticated Acquiror Class A Common Stock is and will be subordinate to all of our existing and future indebtedness and any preferred stock, and effectively subordinated to all indebtedness and preferred equity claims against our subsidiaries.

Shares of the Domesticated Acquiror Class A Common Stock are common equity interests in us and, as such, will rank junior to all of our existing and future indebtedness and other liabilities.

Additionally, holders of the Domesticated Acquiror Class A Common Stock may become subject to the prior dividend and liquidation rights of holders of any series of preferred stock that the PubCo Board may designate and issue without any action on the part of the holders of the Domesticated Acquiror Class A Common Stock.

Furthermore, our right to participate in a distribution of assets upon any of our subsidiaries’ liquidation or reorganization is subject to the prior claims of that subsidiary’s creditors and preferred stockholders.

The initial shareholders have potential conflicts of interest in recommending that the initial shareholders vote in favor of approval of the Business Combination and the other proposals described in the Proxy Statement/Prospectus.

In considering the recommendation of our board of directors to vote in favor of approval of the Shareholder Proposals, our existing shareholders should keep in mind that the Sponsor and the officers and directors of APSG have financial and other interests in such proposals that are different from, or in addition to, those of our existing shareholders generally, which may result in a conflict of interest on the part of one or more of them between what they may believe is in the best interests of APSG and our existing shareholders and what they may believe is best for them.

In particular:

● If APSG does not consummate a business combination within the completion window (unless such date is extended in accordance with our amended and restated articles of association and memorandum, it would cease all operations except for the purpose of winding up, redeeming all of the outstanding Class A ordinary shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In such event, the Class B ordinary shares would be worthless because following the redemption of the Class A ordinary shares, APSG would likely have few, if any, net assets and because the holders of our Class B ordinary shares have agreed to waive their rights to liquidating distributions from the trust account with respect to the Class B ordinary shares if we fail to complete a business combination within the required period.

Our sponsor paid no consideration for such Class B ordinary shares.

● The Sponsor purchased an aggregate of 12,224,134 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, and such Private Placement Warrants will expire and be worthless if a business combination is not consummated within the completion window) (unless such date is extended in accordance with our amended and restated articles of association and memorandum).

● In October 2008, APSG was formed by Holdings, at which point, one ordinary share was issued in exchange for the payment of operating and formation expenses of APSG.

In August 2020, Holdings transferred its ownership in APSG, consisting of one ordinary share, to the Sponsor for no consideration and shortly thereafter, completed a share split of its ordinary shares and following the consummation of the Initial Public Offering, 20,345,250 Acquiror Cayman Class B shares were outstanding.

As a result, the Sponsor may earn a positive rate of return on its investment even if the share price of Domesticated Acquiror Class A Common Stock falls significantly below the per share value implied in the Business Combination of $10.00 per share and our existing shareholders experience a negative rate of return and may be incentivized to complete the Business Combination, even if it is with a less favorable target company or on less favorable terms to our existing shareholders, rather than liquidate.

● APSG’s independent directors each received 25,000 Class B ordinary shares prior to the Initial Public Offering at a price of $0.00087 per share.

The 25,000 Class B ordinary shares currently held by each director, if unrestricted and freely tradeable, would be valued at $250,000, based on an assumed $10.00 per share value.

As a result of the significantly lower investment value per share of APSG’s independent directors as compared with the investment per share of our existing shareholders, a transaction which results in an increase in the value of the investment for the APSG independent directors may result in a decrease in the value of the investment of our existing shareholders.

The Class B ordinary shares do not have the redemption rights of Public Shares if APSG is unable to complete its initial business combination by October 6, 2022, nor will they receive any liquidating distributions if APSG liquidates.

● APSG’s existing directors and officers will be eligible for continued indemnification and continued coverage under APSG’s directors’ and officers’ liability insurance after the Business Combination.

● In order to protect the amounts held in the trust account, the Sponsor has agreed that it will be liable to APSG if and to the extent any claims by a vendor for services rendered or products sold to APSG, or a prospective target business with which APSG 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 our indemnity of the underwriters of APSG’s Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

● Apollo Global Securities, LLC (“ AGS ”), an affiliate of the Sponsor, has acted as an underwriter in connection with APSG’s Initial Public Offering and as a private placement agent in connection with the PIPE Investment.

Upon the consummation of the Business Combination, AGS will receive its portion of the $28.6 million of deferred underwriting commissions related to APSG’s Initial Public Offering and its portion of the $7.5 million of placement fees related to the PIPE Investment.

However, if APSG fails to consummate the Business Combination, or another business combination within the required period, such fees will not be paid to AGS.

● Our sponsor has agreed to purchase 2.0 million of PIPE Securities on the same terms and conditions as the other PIPE Investors at a price of $10.00 per share.

● Affiliates of the Sponsor are Tranche B-3 lenders under GBT’s amended Senior Secured Credit Agreement and would indirectly benefit from the Closing of the Business Combination and the related infusion of capital.

● Upon the consummation of the Business Combination, the October Note (as defined below), February Note (as defined below), June Note (as defined below) and September Note (as defined below) will be repaid by APSG to the Sponsor.

If the consummation of the Business Combination does not occur, such promissory notes will remain outstanding and could potentially go unpaid.

● Itai Wallach, an employee of an affiliate of the Sponsor, will serve as a director of PubCo after the Closing.

As such, in the future he may receive any cash fees, stock options or stock awards that the PubCo Board determines to pay its directors.

● No compensation of any kind, including finder’s and consulting fees, is paid to the Sponsor, our board of directors or APSG officers, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination, except for following the consummation of the Business Combination, the Sponsor, our officers and directors and their respective affiliates will be entitled to certain fees and reimbursement, as further detailed in our Proxy Statement/Prospectus, for certain reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of the October Note, February Note, June Note and September Note, as discussed above.

However, if APSG fails to consummate a business combination within the required period, the Sponsor and APSG’s officers and directors and their respective affiliates will not have any claim against the trust account for reimbursement.

● In connection with the Business Combination Agreement, the Sponsor will receive certain registration rights with respect to its security interests in PubCo pursuant to the Amended and Restated Registration Rights Agreement, including demand and piggy-back rights.

These financial and other interests of the initial shareholders may have influenced their decision to approve the Business Combination.

Our existing shareholders should consider these interests when evaluating the Business Combination and the recommendation of our board of directors to vote in favor of the shareholder proposal to be considered at the Special Meeting to approve the Business Combination (the “ Business Combination Proposal ”) and other proposals in our Proxy Statement/Prospectus.

The exercise of APSG’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether changes to the terms of the Business Combination or waivers of conditions are appropriate and in the best interest of our existing shareholders.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, may require APSG to agree to amend the Business Combination Agreement, consent to certain actions taken by GBT or waive rights that APSG is entitled to under the Business Combination Agreement.

Such events could arise because of changes in the course of GBT’s business, a request by GBT to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on GBT’s business and would entitle APSG to terminate the Business Combination Agreement.

In any of such circumstances, it would be at APSG’s discretion, acting through our board of directors, to grant its consent or waive those rights.

The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may result in a conflict of interest on the part of such

director(s) between what he, she or they may believe is best for APSG and our existing shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action.

As of the date of this annual report, APSG does not believe there will be any changes or waivers that APSG’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained.

While certain changes could be made without further shareholder approval, APSG will circulate a new or amended proxy statement/prospectus and resolicit our existing shareholders if changes to the terms of the transaction that would have a material impact on our existing shareholders are required prior to the vote on the Business Combination Proposal.

If the sale of some or all of the PIPE Securities fails to close or sufficient holders of Class A ordinary shares exercise the APSG Share Redemption, APSG may lack sufficient funds to consummate the Business Combination or to optimize its capital structure.

In connection with the signing of the Business Combination Agreement, APSG entered into Subscription Agreements with the PIPE Investors which provide for the purchase of an aggregate of 33.5 million shares of PIPE Securities in a private placement to close immediately prior to or substantially concurrently with, and contingent upon, the consummation of the Business Combination, for a purchase price of $10.00 per share, or an aggregate of $335 million.

The proceeds from the sale of PIPE Securities will be part of the Business Combination consideration.

As of December 31, 2021, the trust account had approximately $818,368,660 million.

In addition, certain subsidiaries of GBT have obtained $200 million of delayed draw commitments under the Senior Secured New Tranche B-3.

Term Loan Facilities, the proceeds of which may be used for general corporate purposes, including to backstop any APSG Share Redemption (“ Specified GBT Debt Financing ”).

However, if the sale of the PIPE Securities does not close by reason of the failure by some or all of the PIPE Investors to fund the purchase price for their PIPE Securities, for example, and, despite GBT using all or a portion of the delayed draw commitments under the Senior Secured New Tranche B-3 Term Loan Facilities to backstop any APSG Share Redemption, and a sufficient number of holders of Class A ordinary shares exercise APSG Share Redemption, APSG may lack sufficient funds to consummate the Business Combination.

Additionally, the PIPE Investors’ obligations to purchase the PIPE Securities are subject to termination prior to the closing of the PIPE Investment (a) if the Business Combination Agreement is terminated in accordance with its terms;

(b) by mutual written agreement of the parties to such PIPE Subscription Agreement and GBT, or (c) if the transactions contemplated by the Subscription Agreement have not been consummated within 10 months after the date of the PIPE Subscription Agreements, other than as a result of breach by the terminating party.

The PIPE Investors’ obligations to purchase the PIPE Securities are subject to fulfillment of customary closing conditions, including that the Business Combination must be consummated substantially concurrently with the purchase of PIPE Securities.

In the event of any such failure to fund, any obligation is so terminated or any such condition is not satisfied and not waived, APSG may not be able to obtain additional funds to account for such shortfall on terms favorable to GBT or at all.

Any such shortfall would also reduce the amount of funds that we have available for working capital of PubCo.

Furthermore, raising such additional financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

While the PIPE Investors represented to APSG that they have sufficient funds to satisfy their obligations under the respective PIPE Subscription Agreements, APSG has not obligated them to reserve funds for such obligations.

Pursuant to the Business Combination, GBT’s obligation to consummate the Business Combination is conditioned upon APSG satisfying the Minimum Available Acquiror Cash Condition.

Because GBT is not conducting an underwritten offering of its securities, no underwriter has conducted a due diligence review of GBT’s business, operations or financial condition or reviewed the disclosure in our Proxy Statement/Prospectus.

Section 11 of the Securities Act (“ Section 11 ”) imposes liability on parties, including underwriters, involved in a securities offering if the registration statement contains a materially false statement or material omission.

To effectively establish a due diligence defense against a cause of action brought pursuant to Section 11, a defendant, including an underwriter, carries the burden of proof to demonstrate that such party, after reasonable investigation, believed that the statements in the registration statement were free from material misstatements and omissions.

In order to meet this burden of proof, underwriters in a registered offering typically conduct extensive due diligence of the registrant and vet the registrant’s disclosures in the registration statement.

Such due diligence may include calls with the issuer’s management, review of material agreements, and background checks on key personnel, among other investigations.

Because GBT intends to become publicly traded through the Business Combination rather than through an underwritten offering of GBT common stock, no underwriter is involved in the transaction.

As a result, no underwriter has conducted diligence on

GBT or APSG in order to establish a due diligence defense with respect to the disclosures presented in the Proxy Statement/Prospectus.

While sponsors, private investors and management in a business combination undertake financial, legal and other due diligence, it is not necessarily the same review or analysis that would be undertaken by an underwriter in an underwritten public offering.

If such review and analysis had occurred, it is possible that certain information in our Proxy Statement/Prospectus may have been presented in a different manner or additional information may have been presented at the request of such underwriter.

Subsequent to the consummation of the Business Combination, PubCo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

APSG cannot assure you that the due diligence APSG has conducted on GBT will reveal all material issues that may be present with regard to GBT, or that factors outside of APSG’s or GBT’s control will not later arise, and the Business Combination Agreement does not generally provide for indemnification of PubCo in respect of historical liability or with respect to GBT’s business.

As a result of unidentified issues or factors outside of APSG’s or GBT’s control, PubCo may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses.

Even if APSG’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with the preliminary risk analysis conducted by APSG.

Even though these charges may be non-cash items that would not have an immediate impact on PubCo’s liquidity, the fact that PubCo reports charges of this nature could contribute to negative market perceptions about PubCo or its securities.

In addition, charges of this nature may cause PubCo to violate leverage or other covenants to which it may be subject.

Accordingly, any of our existing shareholders who chooses to remain a shareholder following the Business Combination could suffer a reduction in the value of their shares from any such write-down or write-downs.

If the Business Combination is consummated, our existing shareholders will experience dilution.

Following consummation of the Business Combination, the holders of Class A ordinary shares will own approximately 15% of the fully diluted common equity of PubCo (assuming that Class A ordinary shares are elected to be redeemed by the holders thereof).

If any of the Class A ordinary shares are redeemed in connection with the Business Combination, the percentage of PubCo’s fully diluted common equity held by the former holders of Class A ordinary shares will decrease relative to the percentage held if none of the Class A ordinary shares are redeemed.

To the extent that, prior to the consummation of the Business Combination, GBT elects to settle the GBT Preferred Shares in equity (as opposed to cash) or GBT MIP Shares vest and become exercisable for Domesticated Acquiror Class A Common Stock at the Closing, our existing shareholders may experience substantial dilution.

Additionally, to the extent that, following the consummation of the Business Combination, any of the outstanding warrants or options are exercised for shares of Domesticated Acquiror Class A Common Stock or any Domesticated Acquiror Class A Common Stock is issued to holders of earnout shares, our existing shareholders may experience substantial dilution.

Neither the Business Combination Agreement nor our amended and restated articles of association and memorandum include a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible to complete a Business Combination in which a substantial majority of Public Shareholders do not agree.

Neither our amended and restated articles of association and memorandum nor the Business Combination Agreement provide a specified maximum redemption threshold, except that, under both, in no event will APSG redeem Class A ordinary shares in an amount that would cause APSG’s net tangible assets to be less than $5,000,001 (such that APSG is not subject to the SEC’s “penny stock” rules).

In addition, the Business Combination Agreement does not provide a maximum redemption threshold;

instead the Business Combination Agreement provides that, if the sum of (i) the amount of cash available in the trust account following the Special Meeting, after deducting the amount required to satisfy the APSG Share Redemption, plus (ii) the amount of APSG’s cash on hand (outside of the trust account) immediately prior to the Closing, plus (iii) the PIPE Investment Amount (the “ Available Acquiror Cash ”) does not meet the Minimum Available Acquiror Cash Condition, GBT will not be obligated to consummate the Business Combination.

However, GBT may waive this condition with the consent of APSG.

As a result of these conditions, APSG will be able to complete the Business Combination even if a substantial majority of the holders of Class A ordinary shares have redeemed their shares.

If the proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the proxies held at the time of the Special Meeting is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination and the Domestication, the APSG Board will not have the ability to adjourn the Special Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved, and, therefore, the Business Combination may not be consummated.

Our board of directors is seeking approval to adjourn the Special Meeting to a later date or dates if, at the Special Meeting, based upon the proxies held, our board of directors considers that there are insufficient votes to approve each of the Condition Precedent Proposals.

If the Adjournment Proposal is not approved, then APSG will not have the ability to adjourn the Special Meeting to a later date and, therefore, will not have more time to solicit votes to approve the Condition Precedent Proposals.

In such event, the Business Combination would not be completed.

During the pendency of the Business Combination, APSG will not be able to solicit, initiate or knowingly encourage or knowingly facilitate any inquiry, indication of interest or request for information with respect to, or the making of, any proposal or offer from any third party because of restrictions in the Business Combination Agreement.

During the pendency of the Business Combination, APSG will not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement.

Furthermore, certain provisions of the Business Combination Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement, in part because of the inability of our board of directors to change its recommendation in connection with the Business Combination.

Certain covenants in the Business Combination Agreement impede the ability of APSG to make acquisitions or complete certain other transactions pending consummation of the Business Combination.

As a result, APSG may be at a disadvantage to its competitors during that period.

In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Business Combination Agreement due to the passage of time during which these provisions have remained in effect.

Because APSG is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S.

Federal courts may be limited.

APSG is currently an exempted limited company incorporated under the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service of process within the United States upon APSG’s directors or officers, or enforce judgments obtained in the United States courts against APSG’s directors or officers.

Until Domestication is effected, APSG’s corporate affairs will be governed by our amended and restated articles of association and memorandum, the Cayman Islands Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands.

APSG is also subject to the federal securities laws of the United States.

The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of APSG’s directors to APSG under Cayman Islands law are to a large extent governed by statutory law and the common law of the Cayman Islands.

The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands.

The rights of our existing shareholders and the fiduciary responsibilities of APSG’s directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States, including the DGCL.

In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law.

In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a Federal court of the United States.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce against APSG judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state;

and (ii) in original actions brought in the Cayman Islands, to impose liabilities against APSG predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met.

For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).

A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, holders of the Class A ordinary shares may have more difficulty in protecting their interests in the face of actions taken by management, members of our board of directors or controlling shareholders than they would as public shareholders of a United States company.

The Domestication may result in adverse tax consequences for holders of Acquiror Cayman Shares or Warrants, including our existing shareholders.

holders (as defined in our Proxy Statement/Prospectus) may be subject to U.S.

federal income tax as a result of the Domestication.

It is intended that the Domestication qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the U.S.

Internal Revenue Code of 1986, as amended (the “ Code ”), for U.S.

federal income tax purposes.

However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as APSG, this result is not entirely clear.

Assuming the Domestication qualifies as a reorganization under Section 368(a)(1)(F) of the Code, U.S.

holders of Acquiror Cayman Shares will be subject to Section 367(b) of the Code, and as a result:

holder of Acquiror Cayman Shares whose Acquiror Cayman Shares have a fair market value of less than $50,000 on the date of the Domestication should not recognize any gain or loss and generally should not be required to include any part of APSG’s earnings in income pursuant to the Domestication;

holder of Acquiror Cayman Shares whose Acquiror Cayman Shares have a fair market value of $50,000 or more on the date of the Domestication, but who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Acquiror Cayman Shares entitled to vote and less than 10% of the total value of all classes of Acquiror Cayman Shares will generally recognize gain (but not loss) with respect to the Domestication, as if such U.S.

holder exchanged its Acquiror Cayman Shares for Domesticated Acquiror Class A Common Stock in a taxable transaction.

As an alternative to recognizing gain, such U.S.

holders may file an election to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation) Section 1.367(b)-2(d)) attributable to their Acquiror Cayman Shares, provided certain other requirements are satisfied.

APSG does not expect that cumulative earnings and profits will be material at the time of Domestication;

holder of Acquiror Cayman Shares who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Acquiror Cayman Shares entitled to vote or 10% or more of the total value of all classes of Acquiror Cayman Shares will generally be required to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its Acquiror Cayman Shares.

Any such U.S.

holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code.

APSG does not expect that cumulative earnings and profits will be material at the time of the Domestication.

Furthermore, if the Domestication qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S.

holder of Acquiror Cayman Shares or Acquiror Cayman Warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of Acquiror Cayman Shares or Acquiror Cayman Warrants for Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class B Common Stock or Domesticated Acquiror Warrants under the PFIC (as defined below) rules of the Code.

Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S.

person who disposes of stock of a PFIC (including for this purpose exchanging Acquiror Cayman Warrants for Domesticated Acquiror Warrants) must recognize gain equal to the excess, if any, of the fair market value of the Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class B Common Stock or Domesticated Acquiror Warrants received in the Domestication and the U.S.

holder’s adjusted tax basis in the corresponding Acquiror Cayman Shares or Acquiror Cayman Warrants surrendered in exchange therefor, notwithstanding any other provision of the Code.

Because APSG is a blank check company with no current active business, we believe that it is likely that APSG is classified as a PFIC for U.S.

federal income tax purposes.

As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S.

holder of Acquiror Cayman Shares to recognize gain on the exchange of such shares for shares of PubCo pursuant to the Domestication, unless such U.S.

holder has made certain tax elections with respect to such U.S.

holder’s Acquiror Cayman Shares.

Proposed Treasury Regulations, if finalized in their current form would also apply to a U.S.

holder who exchanges Acquiror Cayman Warrants for newly issued Domesticated Acquiror Warrants;

currently, however, a U.S.

holder cannot make the aforementioned elections with respect to such U.S.

holder’s Acquiror Cayman Warrants.

Any such gain would be taxed as ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S.

holder on the undistributed earnings, if any, of APSG.

It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted.

Additionally, the Domestication may cause non-U.S.

holders (as defined in our Proxy Statement/Prospectus) to become subject to U.S.

federal withholding taxes on any dividends paid in respect of such non-U.S.

holder’s Domesticated Acquiror Class A Common Stock or Domesticated Acquiror Class B Common Stock after the Domestication.

Furthermore, because the Domestication will occur immediately prior to the APSG Share Redemption, U.S.

holders exercising such redemption rights will be subject to the potential tax consequences of the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances.

All holders are strongly urged to consult their tax advisors for a full description and understanding of the tax consequences of the Domestication, including the applicability and effect of U.S.

federal, state, local and foreign income and other tax laws.

PubCo’s business and operations could be negatively affected if it becomes subject to any securities litigation or shareholder activism, which could cause PubCo to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company.

Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently.

Volatility in the stock price of Domesticated Acquiror Class A Common Stock or other reasons may in the future cause it to become the target of securities litigation or shareholder activism.

Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the PubCo Boards’ attention and resources from PubCo’s business.

Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to PubCo’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel.

Also, PubCo may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters.

Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the shareholder in a better future economic position.

APSG can give no assurance as to the price at which a shareholder may be able to sell its Domesticated Acquiror Class A Common Stock in the future following the consummation of the Business Combination or any alternative business combination.

Certain events following the consummation of any business combination, including the Business Combination, may cause an increase in share price, and may result in a lower value realized now than a shareholder of PubCo might realize in the future had the shareholder not redeemed its shares.

Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the Domesticated Acquiror Class A Common Stock after the consummation of the Business Combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in our Proxy Statement/Prospectus.

A shareholder should consult the shareholder’s own financial advisor for assistance on how this may affect his, her or its individual situation.

The holders of our warrants may only be able to exercise warrants on a “cashless basis” under certain circumstances, and if they do so, they will receive fewer Class A ordinary shares or Domesticated Acquiror Class A Common Stock, as applicable, from such exercise than if they were to exercise such warrants for cash.

The Warrant Agreement, dated as of October 1, 2020, by and between APSG and Continental Stock & Trust Company (the “ Warrant Agreement ”), provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act:

(i) if the Class A ordinary shares or Domesticated Acquiror Class A Common Stock, as applicable, issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the Warrant Agreement and (ii) if APSG or PubCo has so elected and the Class A ordinary shares or Domesticated Acquiror Class A Common Stock, as applicable, are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act.

If, in connection with the Business Combination, you exercise your Acquiror Cayman Warrants on a cashless basis, you would pay the warrant exercise price by surrendering all of the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Acquiror Cayman Warrants, multiplied by the excess of the “fair market value” of Class A ordinary shares (as defined in the next sentence) over the exercise price of the Acquiror Cayman Warrants by (y) the fair market value.

The “fair market value” is the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

As a result, you would receive fewer shares of Class A ordinary shares from such exercise than if you were to exercise the Acquiror Cayman Warrants for cash.

This will result in the holders of Acquiror Cayman Warrants having a reduced potential “upside” of their investment in APSG.

The grant of registration rights to the Sponsor and the Continuing JerseyCo Owners and the future exercise of such rights may adversely affect the market price of Domesticated Acquiror Class A Common Stock.

Upon the Closing, the Amended and Restated Registration Rights Agreement will be entered into between PubCo, the Sponsor, the Insiders and the Continuing JerseyCo Owners, replacing APSG’s existing registration rights agreement.

The Amended and Restated Registration Rights Agreement in substantially the form it will be executed in connection with the Closing is attached to our Proxy Statement/Prospectus as Annex J.

Pursuant to the Amended and Restated Registration Rights Agreement, the Continuing JerseyCo Owners and the Sponsor, and, in each case, their permitted transferees will have customary registration rights (including demand and piggy-back rights, subject to cooperation and cut-back provisions) with respect to (i) the Domesticated Acquiror Class A Common Stock (including Domesticated Acquiror Class A Common Stock issuable upon the exchange or conversion of the Class B ordinary shares and the Domesticated Acquiror Class X Common Stock), (ii) any shares of Domesticated Acquiror Class A Common Stock that may be acquired by the Sponsor, the Insiders or Continuing JerseyCo Owners upon the exercise of a warrant or other right to acquire Domesticated Acquiror Class A Common Stock held by the Sponsor, the Insiders or Continuing JerseyCo Owners immediately following the consummation of the Business Combination or to the extent such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company, and (iii) any other equity security of PubCo or any of its subsidiaries issued or issuable with respect to any securities referenced in clauses (i) and (ii) above by way of way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.

Further, pursuant to the Amended and Restated Registration Rights Agreement, we agreed that we will submit or file within (i) 30 calendar days after the consummation of the Business Combination or (ii) 90 calendar days following PubCo’s most recent fiscal year end if audited financials for the year ended December 31, 2021 are required to be included, a registration statement with the SEC covering the resale of certain shares of Domesticated Acquiror Class A Common Stock and other securities held by the Sponsor or Continuing JerseyCo Owners, and that we will use commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days (or 90 calendar days if the SEC notifies us that it will “review” the registration statement) after the filing thereof and (ii) the tenth business day after the date we are notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be reviewed or will not be subject to further review.

As of the Closing, we expect holders of approximately 429 million shares of Domesticated Acquiror Class A Common Stock (or securities convertible into Domesticated Acquiror Class A Common Stock) to have registration rights under the Registration Rights Agreement.

As discussed previously, the 33.5 million PIPE Securities will also have registration rights.

The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of Domesticated Acquiror Class A Common Stock.

The provisions of our amended and restated memorandum and articles of association that relate to the rights of holders of Class A ordinary shares (and corresponding provisions of the agreement governing the release of funds from the trust account) may be amended with the approval of at least 66⅔% of our existing shareholders who attend and vote at a general meeting of APSG, which is a lower amendment threshold than that of some other blank check companies.

It may be easier for APSG, therefore, to amend our amended and restated memorandum and articles of association to facilitate the consummation of the Business Combination that some of the APSG holders of Class A ordinary shares may not support.

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to the rights of a company’s shareholders, without approval by a certain percentage of the company’s shareholders.

In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s shareholders.

Our amended and restated memorandum and articles of association provides that most of its provisions related to the rights of holders of the Class A ordinary shares (including the requirement to deposit proceeds of the Initial Public Offering and the Private Placement Warrants into the trust account and not release such amounts except in specified circumstances, and to provide Redemption Rights to holders of Class A ordinary shares as described herein) may be amended if approved by special resolution.

This means that the holders of at least 66⅔% of the Acquiror Cayman Shares who attend and vote at a general meeting of APSG may amend the corresponding provisions of the trust agreement governing the release of funds from the trust account may be amended if approved by holders of 65% of Acquiror Cayman Shares;

provided that the provisions of the amended and restated memorandum and articles of association governing either (i) the appointment or removal of directors prior to an initial business combination or (ii) the Domestication, may only be amended by a special resolution passed by not less than 90% of the Acquiror Cayman Shares who attend and vote at a general meeting.

Our initial shareholders, who collectively beneficially own approximately 20% of the Acquiror Cayman Shares as of the date of this annual report, may participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose.

As a result, APSG may be able to amend the provisions of our amended and restated memorandum and articles of association which govern its pre-Business Combination behavior more easily than some other special purpose acquisition companies, and this may increase APSG’s ability to complete the Business Combination with which you may not agree.

Our existing shareholders may pursue remedies against APSG for any breach of our amended and restated memorandum and articles of association.

The Sponsor and APSG’s executive officers and directors agreed, pursuant to a written agreement with APSG, that they will not propose any amendment to our amended and restated memorandum and articles of association to modify the substance or timing of APSG’s obligation to provide for the share redemption or to redeem 100% of the Class A ordinary shares if APSG does not complete the Business Combination within the completion window or with respect to any other provision relating to the rights of holders of the Class A ordinary shares, unless APSG provides the holders of Class A ordinary shares with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment 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 APSG to pay its income taxes, if any, divided by the number of then outstanding Class A ordinary shares.

The shareholders are not parties to, or third party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against the Sponsor, executive officers or directors for any breach of these agreements.

As a result, in the event of a breach, the holders of Domesticated Acquiror Class A Common Stock and Domesticated Acquiror Class B Common Stock would need to pursue a shareholder derivative action, subject to applicable law.

APSG or PubCo, as applicable, may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to holders of such warrants, thereby making such warrants worthless.

Additionally, the exercise price for the warrants is $11.50 per share and the warrants may expire worthless unless the Class A ordinary share price or Domesticated Acquiror Class A Common Stock price, as applicable, is higher than the exercise price during the exercise period.

APSG prior to the consummation of the Business Combination and PubCo following the consummation of the Business Combination will have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last sale price of the Class A ordinary shares or Domesticated Acquiror Class A Common Stock, as applicable, equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) on each of 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which notice of such redemption is given.

APSG or PubCo, as applicable, will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares or Domesticated Acquiror Class A Common Stock, as applicable, issuable upon exercise of the warrants is effective and a current proxy statement/prospectus relating to those Class A ordinary shares or Domesticated Acquiror Class A Common Stock, as applicable, 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.

Historical trading prices for the Class A ordinary share price have not exceeded $11.00 and as such, the warrants have not become redeemable by APSG.

If and when the warrants become redeemable by APSG or PubCo, as applicable, APSG or PubCo may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

In the event that APSG or PubCo, as applicable, determined to redeem the warrants, APSG or PubCo will fix a date for the redemption.

Notice of redemption will be mailed by first class mail, postage prepaid, by the APSG or PubCo, as applicable, not less than 30 days prior to such date to the holders of the warrants to be redeemed at their last addresses as they appear on the registration books.

Any notice of redemption mailed in the manner as provided will be conclusively presumed to have been duly given whether or not the holder received such notice.

Redemption of the outstanding warrants could force holders thereof to (i) exercise warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holder to do so, (ii) sell warrants at the then-current market price when such holder might otherwise wish to hold warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of such warrants.

The Private Placement Warrants are identical to the warrants, except that (i) they will not be redeemable by APSG or PubCo so long as they are held by our sponsor or its permitted transferees;

(ii) they will not be, subject to certain limited exceptions, transferable, assignable, or salable until 30 days after the completion of APSG’s initial business combination, (iii) our sponsor or its permitted transferees have the option to exercise such warrants on a cashless basis and (iv) they are entitled to registration rights.

If the Private Placement Warrants are held by holders other than the sponsor or its permitted transferees, they will be redeemable by APSG or PubCo.

If the Private Placement Warrants are exercised on a “cashless basis,” APSG or PubCo, as applicable will not receive any cash proceeds from the exercise of such warrants.

In addition, PubCo may redeem warrants after they become exercisable for a number of shares of Domesticated Acquiror Class A Common Stock determined based on the redemption date and the fair market value of the Domesticated Acquiror Class A Common Stock.

Any such redemption may have similar consequences to a cash redemption described above.

In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case holders thereof would lose any potential embedded value from a subsequent increase in the value of the Domesticated Acquiror Class A Common Stock had such warrants remained outstanding.

Our existing shareholders who redeem their Class A ordinary shares may continue to hold any warrants that they own, which results in additional dilution to non-redeeming shareholders upon exercise of such warrants or Domesticated Acquiror Warrants, as applicable.

Our existing shareholders who redeem their Class A ordinary shares may continue to hold any warrants that they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such warrants.

Assuming (a) all redeeming APSG shareholders acquired units in the Initial Public Offering and continue to hold the warrants that were included in the units, and (b) maximum redemption of Class A ordinary shares held by the redeeming APSG shareholders, 27,227,000 Acquiror Cayman Warrants would be retained by redeeming APSG Shareholders.

As a result, the non-redeeming APSG shareholders would suffer additional dilution in their percentage ownership and voting interest of the post-combination company upon exercise of the warrants or Domesticated Acquiror Warrants held by redeeming APSG shareholders.

The Acquiror Cayman Warrants may have an adverse effect on the market price of the Domesticated Acquiror Class A Common Stock.

We issued the Acquiror Cayman Warrants to purchase 27,227,000 of Class A ordinary shares as part of the Acquiror Cayman Units and, simultaneously with the closing of the Initial Public Offering, we issued in a private placement an aggregate of 11,333,334 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share.

Subsequently, we issued and sold an additional 6,681,000 Over-Allotment Units pursuant to the underwriters’ Over-Allotment Option at a price of $10.00 per unit and sold an additional 890,800 Private Placement Warrants.

Subject to the terms of the Business Combination Agreement, upon the Domestication, the Domesticated Acquiror Warrants will entitle the holders thereof to purchase shares of Domesticated Acquiror Class A Common Stock, and, upon consummation of the Business Combination, all Class B ordinary shares will convert to Domesticated Acquiror Class A Common Stock.

Risks Relating to Conflicts and Our Management Team

Certain members of our management and board are required to present opportunities to Apollo prior to us, and this may impede our ability to acquire a target business that would be attractive to us.

Certain members of our management team and directors, including those who are affiliated with Apollo, have fiduciary duties or are subject to contractual obligations or policies and procedures that require them to present business opportunities that may be appropriate for one or more entities, including Apollo Funds, to the respective investment committees of such entities or funds prior to presenting such opportunities to us regardless of the capacity in which they are made aware of such opportunities.

This may impede our ability to acquire a target business that would be attractive to us.

Our amended and restated memorandum and articles of association provides that to the maximum extent permitted by applicable law, we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both us and another entity, including any Apollo entity, about which any member of our management team or director acquires knowledge and we will waive any claim or cause of action we may have in respect thereof.

We cannot guarantee that any opportunity that would be suitable for us will not be pursued by another entity, including Apollo or an Apollo Fund, or that any opportunity that is passed upon by such other entity will be referred to us in a timely manner or at all.

Apollo may choose not to refer certain opportunities to us due to reputational interests, financial interests, confidentiality concerns, legal, regulatory, tax and any other interests or considerations relevant to Apollo, its clients and their respective portfolio companies.

Apollo, together with its clients, engages in a broad range of business activities and invests in a broad range of businesses and assets.

Apollo takes into account interests of its affiliates, clients and each of their respective portfolio companies (including reputational interests, financial interests, confidentiality concerns, legal, regulatory, tax and any other interests or considerations that arise from time to time) when determining whether to pursue (or how to structure) a potential transaction or investment opportunity.

As a result, it is possible that Apollo may choose not to refer a business opportunity to us or that members of our management or directors who are affiliated with Apollo may choose not to pursue an opportunity notwithstanding that such opportunity would be attractive to us due to the reputational, financial, confidentiality, legal, regulatory, tax and/or other interests or considerations of Apollo and its affiliates.

We are dependent upon our officers and directors, and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors.

We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination.

In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers.

The unexpected loss of the services of one or more of our directors or officers or their removal could have a detrimental effect on us.

Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination.

The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our business combination is dependent upon the efforts of our key personnel.

The role of our key personnel in the target business, however, cannot presently be ascertained.

Although some of our key personnel may remain with the target business in senior management or advisory positions following our business combination, it is likely that some or all of the management of the target business will remain in place.

While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

In addition, the officers and directors of an acquisition candidate may resign upon completion of our initial business combination.

The departure of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time.

The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel.

These agreements may provide for them to receive compensation following our business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with our company after the completion of our business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination.

Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination.

Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement.

The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business.

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

These conflicts of interest could have a negative impact on our ability to complete our initial business combination.

Our officers and directors are not required

to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between

our operations and our search for a business combination and their other businesses.

We do not intend to have any full-time employees

prior to the completion of our initial business combination.

Each of our officers is engaged in several other business endeavors

for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number

of hours per week to our affairs.

In particular, all of our officers and certain of our directors are also employed by Apollo,

which is an investment manager to various private investment funds, partnerships and accounts which may make investments in companies

that we may target for our initial business combination.

Our Chief Executive Officer and Chief Financial

Officer also serve in those roles for Apollo Strategic Growth Capital II (“APSG II”), a special purpose acquisition

company sponsored by an affiliate of Apollo that completed its initial public offering in February 2021 and Apollo Strategic Growth Capital III ("APSG III"), a special purpose acquisition company sponsored by an affiliate of Apollo that publicly

filed a registration statement on Form S-1 in March 2021.

Neither APSG II or APSG III have announced

a business combination.

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses.

We do not intend to have any full-time employees prior to the completion of our initial business combination.

Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.

In particular, all of our officers and certain of our directors are also employed by Apollo, which is an investment manager to various private investment funds, partnerships and accounts which may make investments in companies that we may target for our initial business combination.

Our Chief Executive Officer and Chief Financial Officer also serve in those roles for Apollo Strategic Growth Capital II (“ APSG II ”), a special purpose acquisition company sponsored by an affiliate of Apollo that completed its initial public offering in February 2021 and Apollo Strategic Growth Capital III (“ APSG III ”), a special purpose acquisition company sponsored by an affiliate of Apollo that publicly filed a registration statement on Form S-1 in March 2021.

Neither APSG II or APSG III have announced a business combination.

Our Executive Chairman is also the Executive Chairman for APSG II.

Our independent directors may

also serve as officers or board members for other entities.

If our officers’

and directors’

other business affairs

require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit

their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

Certain of our officers and directors

are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended

to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity

a particular business opportunity should be presented.

In addition, we may be precluded from opportunities because they are being

pursued by Apollo or Apollo Funds and they may outperform any business we acquire.

Until we consummate our initial business

combination, we intend to engage in the business of identifying and combining with one or more businesses.

Our sponsor and officers

and directors are, and may in the future become, affiliated with entities that are engaged in a similar business.

Our officers and directors also may become

aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain

fiduciary or contractual duties.

Accordingly, they will have conflicts of interest in determining to which entity a particular

business opportunity should be presented.

These conflicts may not be resolved in our favor and a potential target business may

be presented to another entity prior to its presentation to us.

To the extent a potential business opportunity may be appropriate

for one or more Apollo Funds, such business opportunity will be presented to such other entities prior to presentation to us.

amended and restated memorandum and articles of association provide that to the maximum extent permitted by applicable law, we

renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter

which may be a corporate opportunity for both us and another entity, including any Apollo entity, about which any member of our

management team or director acquires knowledge and we will waive any claim or cause of action we may have in respect thereof.

In addition, Apollo manages a significant

number of Apollo Funds which may compete with us for acquisition opportunities and if pursued by them we may be precluded from

such opportunities.

Investment ideas generated within Apollo and investment opportunities of which Apollo becomes aware may be

suitable for both us and for Apollo and/or current or future Apollo Funds.

Such investment ideas and opportunities

will be presented by Apollo to such Apollo Funds prior to presentation to us;

Our independent directors may also serve as officers or board members for other entities.

If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

In addition, we may be precluded from opportunities because they are being pursued by Apollo or Apollo Funds and they may outperform any business we acquire.

Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses.

Our sponsor and officers and directors are, and may in the future become, affiliated with entities that are engaged in a similar business.

Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties.

Accordingly, they will have conflicts of interest in determining to which entity a particular business opportunity should be presented.

These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.

To the extent a potential business opportunity may be appropriate for one or more Apollo Funds, such business opportunity will be presented to such other entities prior to presentation to us.

In addition, Apollo manages a significant number of Apollo Funds which may compete with us for acquisition opportunities and if pursued by them we may be precluded from such opportunities.

Investment ideas generated within Apollo and investment opportunities of which Apollo becomes aware may be suitable for both us and for Apollo and/or current or future Apollo Funds.

Such investment ideas and opportunities will be presented by Apollo to such Apollo Funds prior to presentation to us;

as a result, we may be precluded from such opportunities.

Such opportunities may outperform any businesses we acquire.

Neither Apollo nor members of our management team who are also employed

by Apollo have any obligation to present us with any opportunity for a potential business combination of which they become aware.

Our officers, directors, security

holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly

prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest

in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.

we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers,

although we do not intend to do so, or we may acquire a target business through an Affiliated Joint Acquisition with one or more

affiliates of Apollo, one or more Apollo Funds and/or one or more investors in the Apollo Funds.

We do not have a policy that expressly

prohibits any such persons from engaging for their own account in business activities of the types conducted by us.

such persons or entities may have a conflict between their interests and ours.

In addition, Apollo and its affiliates

and certain of the Apollo Funds engage in the business of originating, underwriting, syndicating, acquiring and trading loans and

debt securities of corporate and other borrowers, and may provide or participate in any debt financing arrangement in connection

with any acquisition, financing or disposition of any target business that we may make.

If Apollo or any of its affiliates or the

Apollo Funds provides or participates in any such debt financing arrangement it may present a conflict of interest and will have

to be approved under our related person transaction policy or by our independent directors.

We may not have sufficient funds

to satisfy indemnification claims of our directors and officers.

We have agreed to indemnify our officers

and directors to the fullest extent permitted by law.

However, our officers and directors have agreed, and any persons who may

become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim

of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever.

Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the

trust account or (ii) we consummate an initial business combination.

Our obligation to indemnify our officers and directors may

discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions

also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such

an action, if successful, might otherwise benefit us and our shareholders.

Furthermore, a shareholder’s investment may be

adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to

these indemnification provisions.

We may engage in a business combination

with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors

or existing holders which may raise potential conflicts of interest.

In light of the involvement of our sponsor,

officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers,

directors or existing holders.

Our officers and directors also serve as officers and board members for other entities, including,

without limitation, those described under “Item 10.

Directors, Executive Officers and Corporate Governance —

of Interest.”

They may also have investments in target businesses.

Such entities may compete with us for business combination

opportunities.

Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our

business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning

a business combination with any such entity or entities.

Although we will not be specifically focusing on, or targeting, any transaction

with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria

for a business combination as set forth in “Item 1.

Business—Initial Business Combination”

and such transaction

was approved by a majority of our independent and disinterested directors.

Despite our obligation to obtain an opinion from an

independent investment banking firm that is a member of FINRA or from an independent accounting firm regarding the fairness to

our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated

with our sponsor, officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the business

combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

Moreover, we may pursue an Affiliated

Joint Acquisition opportunity with one or more affiliates of Apollo, one or more Apollo Funds and/or one or more investors in the

Apollo Funds.

Any such parties may co-invest with us in the target business at the time of our initial business combination, or

we could raise additional proceeds to complete the business combination by issuing to such parties a class of equity or equity-linked

Neither Apollo nor members of our management team who are also employed by Apollo have any obligation to present us with any opportunity for a potential business combination of which they become aware.

Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.

In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers, although we do not intend to do so, or we may acquire a target business through an Affiliated Joint Acquisition with one or more affiliates of Apollo, one or more Apollo Funds and/or one or more investors in the Apollo Funds.

We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us.

Accordingly, such persons or entities may have a conflict between their interests and ours.

Since our sponsor, officers and

directors will lose their entire investment in us if our business combination is not completed (other than with respect to public

shares they may acquire during or after the Initial Public Offering), a conflict of interest may arise in determining whether a

particular business combination target is appropriate for our initial business combination.

As of March 25, 2021, our initial shareholders

owned an aggregate of 20,420,250 Class B ordinary shares.

The Class B ordinary shares will be worthless if we do not complete our

initial business combination.

In addition, our sponsor purchased 12,224,134 Private Placement Warrants, each exercisable for one

Class A ordinary share at $11.50 per share, for an aggregate purchase price of $18,336,201, or $1.50 per warrant, that will also

be worthless if we do not complete a business combination.

The Class B ordinary shares are identical to the Class A ordinary shares

included in the Units, except that they automatically convert into our Class A ordinary shares at the time of completion of our

initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described

However, the holders have agreed (A) to vote any shares owned by them in favor of any proposed business combination and

(B) not to redeem any Class B ordinary shares in connection with a shareholder vote to approve a proposed initial business combination.

In addition, Apollo and its affiliates and certain of the Apollo Funds engage in the business of originating, underwriting, syndicating, acquiring and trading loans and debt securities of corporate and other borrowers, and may provide or participate in any debt financing arrangement in connection with any acquisition, financing or disposition of any target business that we may make.

If Apollo or any of its affiliates or the Apollo Funds provides or participates in any such debt financing arrangement it may present a conflict of interest and will have to be approved under our related person transaction policy or by our independent directors.

We may not have sufficient funds to satisfy indemnification claims of our directors and officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law.

However, our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever.

Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders.

Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

In light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers, directors or existing holders.

Our officers and directors also serve as officers and board members for other entities, including, without limitation, those described under “Item 10.

Directors, Executive Officers and Corporate Governance — Conflicts of Interest.” They may also have investments in target businesses.

Such entities may compete with us for business combination opportunities.

Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities.

Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in “Item 1.

Business—Initial Business Combination” and such transaction was approved by a majority of our independent and disinterested directors.

Despite our obligation to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

Moreover, we may pursue an Affiliated Joint Acquisition opportunity with one or more affiliates of Apollo, one or more Apollo Funds and/or one or more investors in the Apollo Funds.

Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the business combination by issuing to such parties a class of equity or equity-linked securities.

Accordingly, such persons or entities may have a conflict between their interests and ours.

Since our sponsor, officers and directors will lose their entire investment in us if our business combination is not completed (other than with respect to public shares they may acquire during or after the Initial Public Offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

As of March 1, 2022, our initial shareholders owned an aggregate of 20,420,250 Class B ordinary shares.

The Class B ordinary shares will be worthless if we do not complete our initial business combination.

In addition, our sponsor purchased 12,224,134 Private Placement Warrants, each exercisable for one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $18,336,201, or $1.50 per warrant, that will also be worthless if we do not complete a business combination.

The Class B ordinary shares are identical to the Class A ordinary shares included in the Units, except that they automatically convert into our Class A ordinary shares at the time of completion of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein.

However, the holders have agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any Class B ordinary shares in connection with a shareholder vote to approve a proposed initial business combination.

In addition, we may obtain loans from our sponsor, affiliates of our sponsor or an officer or director.

The personal and financial

interests of our officers and directors may influence their motivation in identifying and selecting a target business combination,

completing an initial business combination and influencing the operation of the business following our initial business combination.

The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following our initial business combination.

This risk may become more acute as the end of the completion window nears.

Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

In recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team.

Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable.

These trends may continue into the future.

APSG’s existing directors and officers will be eligible for continued indemnification and continued coverage under APSG’s existing directors’ and officers’ liability insurance after the pending Business Combination with GBT.

However, if the pending Business Combination with GBT is not consummated, the increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate another initial business combination.

In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both.

However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.

In addition, if our pending Business Combination with GBT is not consummated and we proceed with another business combination, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination.

As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“ run-off insurance ”).

The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

Risks Relating to Our Securities

The NYSE may delist our securities

from trading on its exchange, which could limit investors’

ability to make transactions in our securities and subject us

to additional trading restrictions.

Our Units, Class A ordinary shares and

warrants are listed on the NYSE.

Although we expect to continue to meet NYSE listing standards, we cannot assure you that our securities

will continue to be listed on the NYSE in the future or prior to our initial business combination.

In order to continue listing

our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and stock

price levels.

The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our Units, Class A ordinary shares and warrants are listed on the NYSE.

Although we expect to continue to meet NYSE listing standards, we cannot assure you that our securities will continue to be listed on the NYSE in the future or prior to our initial business combination.

In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and stock price levels.

Generally, we must maintain a minimum number of holders of our securities (generally 300 round lot holders).

Additionally,

in connection with our initial business combination, we will be required to demonstrate compliance with the NYSE’s initial

listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain

the listing of our securities on the NYSE.

For instance, our stock price would generally be required to be at least $4.00 per share,

our aggregate market value would be required to be at least $100,000,000, and the market value of our publicly held shares would

be required to be at least $80,000,000.

We cannot assure you that we will be able to meet those initial listing requirements at

If the NYSE delists our securities from

trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities

could be quoted on an over-the-counter market.

If this were to occur, we could face significant material adverse consequences,

Additionally, in connection with our initial business combination, we are required to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE.

For instance, our stock price would generally be required to be at least $4.00 per share, our aggregate market value would be required to be at least $100,000,000, and the market value of our publicly held shares would be required to be at least $80,000,000.

We cannot assure you that we will be able to meet those initial listing requirements at that time.

If the NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant material adverse consequences, including:

● a limited availability of market quotations for our securities;

● reduced liquidity for our securities;

a determination that our Class A ordinary shares are a “penny stock”

which will require brokers trading in our

Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary

trading market for our securities;

● a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

● a limited amount of news and analyst coverage;

● a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement

Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which

are referred to as “covered securities.”

Because our Units, Class A ordinary shares and warrants are listed on the

NYSE, our Units, Class A ordinary shares and warrants are covered securities.

Although the states are preempted from regulating

the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud,

and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular

While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank

check companies, other than the state of Idaho, certain state securities regulators view blank check companies unfavorably and

might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

Further, if we were no longer listed on the NYSE, our securities would not be covered securities and we would be subject to regulation

in each state in which we offer our securities.

Our investors are not entitled

to protections normally afforded to investors of many other blank check companies.

Since the net proceeds of the Initial

Public Offering and the sale of the Private Placement Warrants are intended to be used to complete an initial business combination

with a target business that has not been selected, we may be deemed to be a “blank check”

company under the United

States securities laws.

However, because we have net tangible assets in excess of $5,000,000, we are exempt from rules promulgated

by the SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors will not be afforded the benefits

or protections of those rules.

Among other things, this means we have a longer period of time to complete our initial business

combination than do companies subject to Rule 419.

Moreover, if the Initial Public Offering were subject to Rule 419, that rule

would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust

account were released to us upon the completion of our initial business combination.

Our shareholders may be held liable

for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent

liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately

following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our Units, Class A ordinary shares and warrants are listed on the NYSE, our Units, Class A ordinary shares and warrants are covered securities.

Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.

While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the state of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

Further, if we were no longer listed on the NYSE, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

Our investors are not entitled to protections normally afforded to investors of many other blank check companies.

Since the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants are intended to be used to complete an initial business combination, we may be deemed to be a “blank check” company under the United States securities laws.

However, because we have net tangible assets in excess of $5,000,000, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors will not be afforded the benefits or protections of those rules.

Among other things, this means we have a longer period of time to complete our initial business combination than do companies subject to Rule 419.

Moreover, if the Initial Public Offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us upon the completion of our initial business combination.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business.

As a result, a liquidator could seek to recover some or all amounts received by our shareholders.

Furthermore, our

directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and

thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing

the claims of creditors.

Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

We and our directors

and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while

we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable

to a fine of up to approximately $18,300 and to imprisonment for five years in the Cayman Islands.

We may not hold an annual meeting

of shareholders until after the consummation of our initial business combination, which could delay the opportunity for our shareholders

to elect directors.

In accordance with the NYSE corporate

governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year

end following our listing on the NYSE.

There is no requirement under the Companies Act for us to hold annual or general meetings

or elect directors.

Until we hold an annual meeting of shareholders, public shareholders may not be afforded the opportunity to

discuss company affairs with management.

In addition, as holders of our Class A ordinary shares, our public shareholders will not

have the right to vote on the election or removal of directors prior to consummation of our initial business combination.

We have not registered Class A

ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and

such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able

to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

We have not registered Class A ordinary

shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time.

However, under

the terms of the warrant agreement, we have agreed to use our best efforts to file a registration statement under the Securities

Act covering such shares and maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the

warrants, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.

assure investors that we will be able to do so if, for example, any facts or events arise which represent a fundamental change

in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by

reference therein are not current, complete or correct or the SEC issues a stop order.

If the shares issuable upon exercise of

the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a

cashless basis, in which case, the number of Class A ordinary shares that holders will receive upon cashless exercise will be based

on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment).

However, no warrant will be exercisable for cash or on a cashless basis, and we 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 our Class

A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy

the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, we may, at our 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 we so elect, we will not be required to file or maintain in effect a registration statement,

but we will be required to use our commercially reasonable efforts to register or qualify the shares under applicable blue sky

laws to the extent an exemption is not available.

In no event will we be required to net cash settle any warrant, or issue securities

or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying

the warrants under the Securities Act or applicable state securities laws, and there is no applicable exemption available.

issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification,

the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

In such event, holders who acquired their warrants as part of a purchase of Units will have paid the full unit purchase price solely

for the Class A ordinary shares included in the Units.

If and when the warrants become redeemable by us, we may exercise our redemption

right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The grant of registration rights

to our initial shareholders may make it more difficult to complete our initial business combination, and the future exercise of

such rights may adversely affect the market price of our Class A ordinary shares.

Pursuant to an agreement entered into concurrently

with the issuance and sale of the securities in the Initial Public Offering, our initial shareholders and their permitted transferees

can demand that we register the Class A ordinary shares into which Class B ordinary shares are convertible, holders of our Private

Placement Warrants and their permitted transferees can demand that we register the Private Placement Warrants and the Class A ordinary

shares issuable upon exercise of the Private Placement Warrants and holders of warrants that may be issued upon conversion of working

capital loans may demand that we register such warrants or the Class A ordinary shares issuable upon exercise of such warrants.

Assuming the Class B ordinary shares convert on a one for one basis and no warrants are issued upon conversion of working capital

loans, an aggregate of up to 20,420,250 Class A ordinary shares and up to 12,224,134 warrants are subject to registration under

these agreements.

We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of up to approximately $18,300 and to imprisonment for five years in the Cayman Islands.

We may not hold an annual meeting of shareholders until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to elect directors.

In accordance with the NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on the NYSE.

There is no requirement under the Companies Act for us to hold annual or general meetings or elect directors.

Until we hold an annual meeting of shareholders, public shareholders may not be afforded the opportunity to discuss company affairs with management.

In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the election or removal of directors prior to consummation of our initial business combination.

We have not registered Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

We have not registered Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time.

However, under the terms of the warrant agreement, we have agreed to use our best efforts to file a registration statement under the Securities Act covering such shares and maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.

We cannot assure investors that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order.

If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class A ordinary shares that holders will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment).

However, no warrant will be exercisable for cash or on a cashless basis, and we 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 our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our 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 we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws, and there is no applicable exemption available.

If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

In such event, holders who acquired their warrants as part of a purchase of Units will have paid the full unit purchase price solely for the Class A ordinary shares included in the Units.

If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The grant of registration rights to our initial shareholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

Pursuant to an agreement entered into concurrently with the issuance and sale of the securities in the Initial Public Offering, our initial shareholders and their permitted transferees can demand that we register the Class A ordinary shares into which Class B ordinary shares are convertible, holders of our Private Placement Warrants and their permitted transferees can demand that we register the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants and holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class A ordinary shares issuable upon exercise of such warrants.

Assuming the Class B ordinary shares convert on a one for one basis and no warrants are issued upon conversion of working capital loans, an aggregate of up to 20,420,250 Class A ordinary shares and up to 12,224,134 warrants are subject to registration under these agreements.

We will bear the cost of registering these securities.

The registration and availability of such a significant

number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares.

The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares.

In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude.

This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for

more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when

the securities owned by our initial shareholders, holders of our Private Placement Warrants, holders of working capital loans or

their respective permitted transferees are registered.

Unlike some other similarly structured

blank check companies, our initial shareholders will receive additional Class A ordinary shares if we issue shares to consummate

our initial business combination.

The Class B ordinary shares will automatically

convert into Class A ordinary shares at the time of completion of our initial business combination on a one-for-one basis, subject

to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment

as provided herein.

In the case that additional Class A ordinary shares or equity-linked securities convertible or exercisable

for Class A ordinary shares are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related

to the closing of our initial business combination, the ratio at which Class B ordinary shares will convert into Class A ordinary

shares will be adjusted so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will

equal, in the aggregate, 20% of the sum of our ordinary shares outstanding upon completion of the Initial Public Offering plus

the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business

combination, excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in our initial

business combination.

We may issue notes or other debt

securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and

financial condition and thus negatively impact the value of our shareholders’

investment in us.

Although we have no commitments as of

the date of this annual report to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose

to incur substantial debt to complete our business combination.

We and our officers have agreed that we will not incur any indebtedness

unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in

the trust account.

This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the securities owned by our initial shareholders, holders of our Private Placement Warrants, holders of working capital loans or their respective permitted transferees are registered.

Unlike some other similarly structured blank check companies, our initial shareholders will receive additional Class A ordinary shares if we issue shares to consummate our initial business combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of completion of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares or equity-linked securities convertible or exercisable for Class A ordinary shares are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of our initial business combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of our ordinary shares outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

Although we have no commitments as of the date of this annual report to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our business combination.

We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account.

As such, no issuance of debt will affect the per share amount available for redemption from the trust account.

Nevertheless, the incurrence of debt could have a variety of negative effects, including:

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay

our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we

breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation

of that covenant;

● default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

● acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

● our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain

such financing while the debt security is outstanding;

● our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

● our inability to pay dividends on our ordinary shares;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available

for dividends on our ordinary shares if declared, to pay expenses, make capital expenditures and acquisitions and fund other general

corporate purposes;

● using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, to pay expenses, make capital expenditures and acquisitions and fund other general corporate purposes;

● limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in

government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements,

and execution of our strategy;

● increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

● limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy;

● other disadvantages compared to our competitors who have less debt.

In addition, Apollo and its affiliates

and certain of the Apollo Funds engage in the business of originating, underwriting, syndicating, acquiring and trading loans and

debt securities of corporate and other borrowers, and may provide or participate in any debt financing arrangement in connection

with any acquisition, financing or disposition of any target business that we may make.

If Apollo or any of its affiliates or the

Apollo Funds provides or participates in any such debt financing arrangement it may present a conflict of interest and will have

to be approved under our related person transaction policy or by our independent directors.

Our initial shareholders will control

the election and removal of our board of directors until consummation of our initial business combination and will hold a substantial

interest in us.

As a result, they will elect all of our directors and may exert a substantial influence on actions requiring shareholder

vote, potentially in a manner that you do not support.

As of the date of this annual report,

our initial shareholders owned 20% of our issued and outstanding ordinary shares.

In addition, the Class B ordinary shares, all

of which are held by our initial shareholders, will (i) entitle the holders to elect all of our directors prior to our initial

business combination and (ii) in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the

approval of at least two thirds of the votes of all ordinary shares), entitle the holders to ten votes for every Class B ordinary

Our initial shareholders will control the election and removal of our board of directors until consummation of our initial business combination and will hold a substantial interest in us.

As a result, they will elect all of our directors and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support.

As of the date of this annual report, our initial shareholders owned 20% of our issued and outstanding ordinary shares.

In addition, the Class B ordinary shares, all of which are held by our initial shareholders, will (i) entitle the holders to elect all of our directors prior to our initial business combination and (ii) in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), entitle the holders to ten votes for every Class B ordinary share.

Holders of our public shares will have no right to vote on the election or removal of directors during such time.

provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed

by a majority of at least 90% of our ordinary shares voting in a general meeting.

As a result, you will not have any influence

over the election or removal of directors or our continuation in a jurisdiction outside the Cayman Islands prior to our initial

business combination.

As a result of their substantial ownership

in our company, our initial shareholders may exert a substantial influence on other actions requiring a shareholder vote, potentially

in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association and

approval of major corporate transactions.

If our initial shareholders purchase any additional ordinary shares in the aftermarket

or in privately negotiated transactions, this would increase their influence over these actions.

Accordingly, our initial shareholders

will exert significant influence over actions requiring a shareholder vote at least until the completion of our initial business

Anti-dilutions provisions of the

Class B ordinary shares and other securities may result in additional dilution to holders of our Class A ordinary shares.

Our sponsor acquired the Class B ordinary

shares at a nominal price, significantly contributing to the dilution of holders of our Class A ordinary shares.

This dilution

would increase to the extent that the anti-dilution provisions of the Class B ordinary shares result in the issuance of Class A

ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of completion of

our initial business combination and would become exacerbated to the extent that public shareholders seek redemptions from the

trust for their public shares.

In addition, because of the anti-dilution protection in the Class B ordinary shares, any equity

or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to

our Class A ordinary shares.

We may amend the terms of the warrants

in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding

public warrants.

As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and

the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants were issued in registered form

under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

The warrant agreement

provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective

provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change

that adversely affects the interests of the registered holders of public warrants.

Accordingly, we may amend the terms of the public

warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.

Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public

warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the

warrants, convert the warrants into cash, shorten the exercise period or decrease the number of our Class A ordinary shares purchasable

upon exercise of a warrant.

Please see “Item 1.

Business —

Purchases of our Securities.”

Our warrant agreement designates

the courts of the City of New York, County of New York, State of New York or the United States District Court for the Southern

District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders

of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that,

subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant

agreement, including under the Securities Act, will be brought and enforced in the courts of the City of New York, County of New

York, State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably

submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim.

waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these

provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act

or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to

have consented to the forum provisions in our warrant agreement.

If any action, the subject matter of which is within the scope

the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States

District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants,

such holder shall be deemed to have consented to:

(x) the personal jurisdiction of the state and federal courts located in the

State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement

action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon

such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit

a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which

may discourage such lawsuits.

Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable

with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving

such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results

of operations and result in a diversion of the time and resources of our management and board of directors.

We may redeem your unexpired warrants

prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem issued

and outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant

if, among other things, the Reference Value equals or exceeds $18.00 per share (as adjusted for changes to the number of shares

issuable upon exercise or the exercise price of a warrant.

If and when the warrants become redeemable by us, we may exercise our

redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities

These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting.

As a result, you will not have any influence over the election or removal of directors or our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination.

As a result of their substantial ownership in our company, our initial shareholders may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions.

If our initial shareholders purchase any additional ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their influence over these actions.

Accordingly, our initial shareholders will exert significant influence over actions requiring a shareholder vote at least until the completion of our initial business combination.

Anti-dilutions provisions of the Class B ordinary shares and other securities may result in additional dilution to holders of our Class A ordinary shares.

Our sponsor acquired the Class B ordinary shares at a nominal price, significantly contributing to the dilution of holders of our Class A ordinary shares.

This dilution would increase to the extent that the anti-dilution provisions of the Class B ordinary shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of completion of our initial business combination and would become exacerbated to the extent that public shareholders seek redemptions from the trust for their public shares.

In addition, because of the anti-dilution protection in the Class B ordinary shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants.

As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants.

Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.

Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of our Class A ordinary shares purchasable upon exercise of a warrant.

Please see “Item 1.

Business — Permitted Purchases of our Securities.”

Our warrant agreement designates the courts of the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim.

We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement.

If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “ foreign action ”) in the name of any holder of our warrants, such holder shall be deemed to have consented to:

(x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “ enforcement action ”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits.

Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem issued and outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of the Class A ordinary shares (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrant holders (the “ Reference Value ”) equals or exceeds $18.00 per share.

As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants.

Redemption of the issued and outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefore

at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you

might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the issued and outstanding

warrants are called for redemption, we expect would be substantially less than the market value of your warrants.

None of the Private

Placement Warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.

In addition, we have the ability to redeem the

outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if,

among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for changes to the number of shares issuable

upon exercise or the exercise price of a warrant.

In such a case, the holders will be able to exercise their warrants prior to

redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value of our Class

A ordinary shares.

The value received upon exercise of the warrants (1) may be less than the value the holders would have received

if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the

holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary

shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

Our management’s ability

to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer Class A ordinary

shares upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.

If we call our public warrants for redemption

after the redemption criteria described elsewhere in this annual report have been satisfied, our management will have the option

to require any holder that wishes to exercise its warrant (including any warrants held by our sponsor, officers, directors or their

permitted transferees) to do so on a “cashless basis.”

If our management chooses to require holders to exercise their

warrants on a cashless basis, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would

have been had such holder exercised his warrant for cash.

This will have the effect of reducing the potential “upside”

of the holder’s investment in our company.

Our warrants and Class B ordinary

shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our

business combination.

We issued warrants to purchase 27,227,000

Class A ordinary shares as part of the Units offered in the Initial Public Offering and we issued in a private placement an aggregate

of 12,224,134 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share.

B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment for share splits,

share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as set forth herein.

if our sponsor makes any working capital loans, it may convert those loans into up to an additional 1,000,000 Private Placement

Warrants, at the price of $1.50 per warrant.

To the extent we issue Class A ordinary shares to effectuate a business combination,

the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants and

conversion rights could make us a less attractive acquisition vehicle to a target business.

Any such issuance will increase the

number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete

the business combination.

Therefore, our warrants and Class B ordinary shares may make it more difficult to effectuate a business

combination or increase the cost of acquiring the target business.

Because each unit contains one-third

of one warrant and only a whole warrant may be exercised, the Units may be worth less than units of other blank check companies.

Redemption of the issued and outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefore at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the issued and outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.

None of the Private Placement Warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.

In addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share.

In such a case, the holders will be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares.

The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

Our warrants and Class B ordinary shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our business combination.

We issued warrants to purchase 27,227,000 Class A ordinary shares as part of the Units offered in the Initial Public Offering and we issued in a private placement an aggregate of 12,224,134 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share.

The Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as set forth herein.

In addition, if our sponsor makes any working capital loans, it may convert those loans into up to an additional 1,000,000 Private Placement Warrants, at the price of $1.50 per warrant.

To the extent we issue Class A ordinary shares to effectuate a business combination, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle to a target business.

Any such issuance will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business combination.

Therefore, our warrants and Class B ordinary shares may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

Because each unit contains one-third of one warrant and only a whole warrant may be exercised, the Units may be worth less than units of other blank check companies.

Each unit contains one-third of one warrant.

Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the Units, and only whole warrants

This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase

one whole share.

We have established the components of the Units in this way in order to reduce the dilutive effect of the warrants

upon completion of a business combination since the warrants will be exercisable in the aggregate for one-third of the number of

shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive

merger partner for target businesses.

Nevertheless, this unit structure may cause our Units to be worth less than if they included

a warrant to purchase one whole share.

Because we must furnish our shareholders

with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination

with some prospective target businesses.

The federal proxy rules require that

a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include target

historical and/or pro forma financial statement disclosure.

We will include the same financial statement disclosure in connection

with our tender offer documents, whether or not they are required under the tender offer rules.

These financial statements may

be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States

of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board,

or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with

the standards of the PCAOB.

These financial statement requirements may limit the pool of potential target businesses we may acquire

because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in

accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

Compliance obligations under the

Sarbanes-Oxley Act may make it more difficult for us to effectuate our business combination, require substantial financial and

management resources, and increase the time and costs of completing our initial business combination.

Section 404 of the Sarbanes-Oxley Act

requires that we evaluate and report on our system of internal controls beginning with our annual report on Form 10-K for the year

ending December 31, 2021.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer

qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation

requirement on our internal control over financial reporting.

Further, for as long as we remain an emerging growth company, we

will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control

over financial reporting.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley

Act particularly burdensome for us as compared to other public companies because a target business with which we seek to complete

our business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal

The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase

the time and costs necessary to complete any such acquisition.

Provisions in our amended and restated

memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to

pay in the future for our Class A ordinary shares and could entrench management.

Our amended and restated memorandum and

articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to

be in their best interests.

These provisions include a staggered board, three-year director terms and the ability of the board

of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management

and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Risks Associated with our Status as

a Foreign Entity

Because we are incorporated under

the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights

through the U.S.

Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the Units, and only whole warrants will trade.

This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one whole share.

We have established the components of the Units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-third of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses.

Nevertheless, this unit structure may cause our Units to be worth less than if they included a warrant to purchase one whole share.

Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.

The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include target historical and/or pro forma financial statement disclosure.

We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules.

These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB.

These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our business combination, require substantial financial and management resources, and increase the time and costs of completing our initial business combination.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls and comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting beginning with our annual report on Form 10-K for the year ended December 31, 2021.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome for us as compared to other public companies because a target business with which we seek to complete our business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

Our amended and restated memorandum and articles of association contains provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests.

These provisions include a staggered board, three-year director terms and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Risks Associated with our Status as a Foreign Entity

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S.

Federal courts may be limited.

We are an exempted limited company incorporated

under the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service of process within the United

States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs are governed by

our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended

from time to time) and the common law of the Cayman Islands.

We are an exempted limited company incorporated under the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands.

We are also subject to the federal securities laws of the United States.

The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities

of our directors to us under Cayman Islands law are to a large extent governed by statutory law and the common law of the Cayman

The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands

as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in

the Cayman Islands.

The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law

are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States.

In particular,

the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware,

may have more fully developed and judicially interpreted bodies of corporate law.

In addition, Cayman Islands companies may not

have standing to initiate a shareholders derivative action in a Federal court of the United States.

We have been advised by our Cayman Islands legal

counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United

States predicated upon the civil liability provisions of the federal securities laws of the United States or any state;

in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions

of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal

In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the

United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent

jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the

judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met.

For a foreign

judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not

be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable

on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the

public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).

The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by statutory law and the common law of the Cayman Islands.

The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States.

In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state;

and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature.

A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public

shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the

board of directors or controlling shareholders than they would as public shareholders of a United States company.

After our initial business combination,

it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be

located outside the United States;

therefore investors may not be able to enforce federal securities laws or their other legal

It is possible that after our initial

business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will

be located outside of the United States.

As a result, it may be difficult, or in some cases not possible, for investors in the

United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments

of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States

We may pursue a business combination

with a target business in any geographic location.

If we effect our initial business combination with a company with operations

or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact

our operations.

If we effect our initial business combination

with a company with operations or opportunities outside of the United States, we would be subject to any special considerations

or risks associated with companies operating in an international setting, including any of the following:

costs and difficulties inherent in managing cross-border business operations and complying with difficult commercial and legal

requirements of the overseas market;

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States;

therefore investors may not be able to enforce federal securities laws or their other legal rights.

It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States.

As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

We may pursue a business combination with a target business in any geographic location.

If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.

If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

● costs and difficulties inherent in managing cross-border business operations and complying with difficult commercial and legal requirements of the overseas market;

● rules and regulations regarding currency redemption;

14 unchanged sentences

● underdeveloped or unpredictable legal or regulatory systems;

● corruption;

● protection of intellectual property;

3 unchanged sentences

● government appropriation of assets.

We may not be able to adequately address

these additional risks.

If we were unable to do so, our operations might suffer, which may adversely impact our results of operations

and financial condition.

If our management following our

initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming

familiar with such laws, which could lead to various regulatory issues.

Following our initial business combination,

our management may resign from their positions as officers or directors of the company and the management of the target business

at the time of the business combination will remain in place.

Management of the target business may not be familiar with United

States securities laws.

If new management is unfamiliar with United States securities laws, they may have to expend time and resources

becoming familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory issues which

may adversely affect our operations.

After our initial business combination,

substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our

operations in such country.

Accordingly, our results of operations and prospects will be subject, to a significant extent, to the

economic, political and legal policies, developments and conditions in the country in which we operate.

The economic, political and social conditions,

as well as government policies, of the country in which our operations are located could affect our business.

Economic growth could

be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future.

in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand

for spending in certain industries.

A decrease in demand for spending in certain industries could materially and adversely affect

our ability to find an attractive target business with which to consummate our initial business combination and if we effect our

initial business combination, the ability of that target business to become profitable.

Exchange rate fluctuations and

currency policies may cause a target business’

ability to succeed in the international markets to be diminished.

We may not be able to adequately address these additional risks.

If we were unable to do so, our operations might suffer, which may adversely impact our results of operations and financial condition.

If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

Following our initial business combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place.

Management of the target business may not be familiar with United States securities laws.

If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country.

Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.

The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business.

Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future.

If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries.

A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.

Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

In the event we acquire a non-U.S.

all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions,

if any, could be adversely affected by reductions in the value of the local currency.

target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency.

The value of the currencies in non-U.S.

fluctuates and is affected by, among other things, changes in political and economic conditions.

Any change in the relative value

of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation

of our initial business combination, our financial condition and results of operations.

Additionally, if a currency appreciates

in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured

in dollars will increase, which may make it less likely that we are able to consummate such transaction.

regions fluctuates and is affected by, among other things, changes in political and economic conditions.

Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations.

Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

General Risk Factors

We are a blank check company with

no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a blank check company established

under the laws of the Cayman Islands with no operating results, and we will not commence operations until completing a business

Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business

objective of completing our initial business combination with one or more target businesses.

We have no plans, arrangements or

understandings with any prospective target business concerning a business combination and may be unable to complete our initial

business combination.

We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a blank check company established under the laws of the Cayman Islands with no operating results, and we will not commence operations until completing a business combination.

Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses.

If we fail to complete our initial business combination, we will never generate any operating revenues.

Past performance by Apollo, Apollo

Funds and our management team is not indicative of future performance of an investment in the company.

Information regarding performance by,

or businesses associated with, Apollo, Apollo Funds and our management team is presented for informational purposes only.

performance by Apollo, Apollo Funds and our management team is not a guarantee either (i) of success with respect to any business

combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination.

You should not rely on the historical record of Apollo, Apollo Funds and our management team’s performance as indicative

of our future performance or of an investment in the company or the returns the company will, or is likely to, generate going forward.

Apollo and our officers and directors have had limited experience with blank check companies or special purpose acquisition companies

We may be a passive foreign investment

company, or “PFIC,”

which could result in adverse U.S.

Past performance by Apollo, Apollo Funds, Spartan Acquisition Corp.

I (“ Spartan I ”), Spartan Acquisition Corp.

II (“ Spartan II ”) or Spartan Acquisition Corp.

III (“ Spartan III ”) and our management team is not indicative of future performance of an investment in the company.

Information regarding performance by, or businesses associated with, Apollo, Apollo Funds, Spartan I, a special purpose acquisition company that completed its initial public offering in August 2018 and completed its initial business combination in October 2020, Spartan II, a special purpose acquisition company that completed its initial public offering in November 2020 and completed its initial business combination in July 2021, and Spartan III, a special purpose acquisition company that completed its initial public offering in February 2021 and in July 2021 entered into a definitive agreement for its initial business combination, and our management team is presented for informational purposes only.

Past performance by Apollo, Apollo Funds, Spartan I, Spartan II, Spartan III and our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that in the event the pending Business Combination with GBT is not consummated, we will be able to locate another suitable candidate for our initial business combination.

You should not rely on the historical record of Apollo, Apollo Funds and our management team’s performance as indicative of our future performance or of an investment in the company or the returns the company will, or is likely to, generate going forward.

Apollo and our officers and directors have had limited experience with blank check companies or special purpose acquisition companies in the past.

We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S.

federal income tax consequences to U.S.

If we are a PFIC for any taxable year (or portion

thereof) that is included in the holding period of a U.S.

If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.

holder (as defined for U.S.

federal income tax purposes) of our Class

A ordinary shares or warrants, the U.S.

federal income tax purposes) of our Class A ordinary shares or warrants, the U.S.

holder may be subject to certain adverse U.S.

federal income tax consequences and may be

subject to additional reporting requirements.

Our PFIC status for our current and subsequent taxable years may depend on whether

we qualify for the PFIC start-up exception.

Depending on the particular circumstances, the application of the start-up exception

may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.

Additionally,

even if we qualify for the start-up exception with respect to a given taxable year, there cannot be any assurance that we would

not be a PFIC in other taxable years.

Accordingly, there can be no assurances with respect to our status as a PFIC for our current

taxable year or any subsequent taxable year.

Our actual PFIC status for any taxable year will not be determinable until after the

end of such taxable year.

federal income tax consequences and may be subject to additional reporting requirements.

Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception.

Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.

Additionally, even if we qualify for the start-up exception with respect to a given taxable year, there cannot be any assurance that we would not be a PFIC in other taxable years.

Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year.

Our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year.

Moreover, if we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S.

such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement,

in order to enable the U.S.

holder to make and maintain a “qualified electing fund”

election with respect to their

Class A ordinary shares, but there can be no assurance that we will timely provide such required information, and such election

would likely be unavailable with respect to our warrants in all cases.

holders to consult their own tax advisors regarding

the possible application of the PFIC rules to holders of our Class A ordinary shares and warrants.

We may reincorporate in another

jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.

We may, in connection with our initial

business combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in

which the target company or business is located, or in another jurisdiction.

The transaction may require a shareholder to recognize

taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax

transparent entity.

holder such information as the Internal Revenue Service (“ IRS ”) may require, including a PFIC annual information statement, in order to enable the U.S.

holder to make and maintain a “qualified electing fund” election with respect to their Class A ordinary shares, but there can be no assurance that we will timely provide such required information, and such election would likely be unavailable with respect to our warrants in all cases.

holders to consult their own tax advisors regarding the possible application of the PFIC rules to holders of our Class A ordinary shares and warrants.

We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.

We may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the target company or business is located, or in another jurisdiction.

The transaction may require a shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity.

We do not intend to make any cash distributions to shareholders to pay such taxes.

Shareholders may be subject

to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

We are an emerging growth company

within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available

to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare

our performance with other public companies.

We are an “emerging growth company”

within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not

limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in our 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

As a result, our shareholders may not have access to certain information they may deem important.

We could be an emerging

growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market

value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case

we would no longer be an emerging growth company as of the following December 31.

We cannot predict whether investors will find

our securities less attractive because we will rely on these exemptions.

If some investors find our securities less attractive

as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be,

there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

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.

JOBS Act provides that a 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.

We have 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, we, 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 our financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible

because of the potential differences in accountant standards used.

Cyber incidents or attacks directed

at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including

information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure

of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive

or confidential data.

As an early stage company without significant investments in data security protection, we may not be sufficiently

protected against such occurrences.

We may not have sufficient resources to adequately protect against, or to investigate and remediate

any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination of them, could have adverse

consequences on our business and lead to financial loss.

We are subject to changing law

and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and

the risk of non-compliance.

We are subject to rules and regulations

by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection

of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under

applicable law.

Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to

result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating

activities to compliance activities.

Moreover, because these laws, regulations

and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes

This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by

ongoing revisions to our disclosure and governance practices.

If we fail to address and comply with these regulations and any subsequent

changes, we may be subject to penalty and our business may be harmed.

We employ a mail forwarding service,

which may delay or disrupt our ability to receive mail in a timely manner.

Mail addressed to the company and received

at its registered office will be forwarded unopened to the forwarding address supplied by company to be dealt with.

company, its directors, officers, advisors or service providers (including the organization which provides registered office services

in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which

may impair your ability to communicate with us.

Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data.

As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law.

Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available.

This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices.

If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

We employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner.

Mail addressed to the company and received at its registered office will be forwarded unopened to the forwarding address supplied by company to be dealt with.

None of the company, its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability to communicate with us.

Unresolved Staff Comments.

Our executive offices are located at

9 West 57 th Street, 43 rd Floor, New York, NY 10019, and our telephone number is (212) 515-3200.

for our use of this space is included in the $16,667 per month, for up to 27 months, will pay to our sponsor for office space,

utilities, secretarial support and administrative services.

In connection with our filing of our Proxy Statement/Prospectus, we received SEC staff comments on January 18, 2022.

In response to these comments, we filed a revised Proxy Statement/Prospectus on February 4, 2022.

We received additional SEC staff comments on February 18, 2022, and are currently working to address these comments.

Our executive offices are located at 9 West 57 th Street, 43 rd Floor, New York, NY 10019, and our telephone number is (212) 515-3200.

The cost for our use of this space is included in the $16,667 per month, for up to 27 months, will pay to our sponsor for office space, utilities, secretarial support and administrative services.

Legal Proceedings.

We are not currently subject to any material

legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors

in their corporate capacity.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

Mine Safety Disclosures.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors