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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-03-30 · 857 added, 1355 removed, 238 unchanged (90% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are

designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,

such as this annual report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s

rules and forms.

Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated

and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow

timely decisions regarding required disclosure.

Our principal executive officer and principal financial and accounting officer

Certifying Officers ”) evaluated the effectiveness of our disclosure controls and procedures as of December

31, 2020, pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based upon that evaluation, our Certifying Officers

concluded that, as of December 31, 2020, our disclosure controls and procedures were effective.

We do not expect that our disclosure

controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well

conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and

procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints,

and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and

procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control

deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions

about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals

under all potential future conditions.

Management’s Report on Internal Controls Over

Financial Reporting

This annual report on Form 10-K does

not include a report of management’s assessment regarding internal control over financial reporting or an attestation report

of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public

Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this annual report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial and accounting officer (our “ Certifying Officers ”) evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2021, pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, the Company’s principal executive officer and principal financial officer have concluded that, a material weakness existed solely related our accounting for complex financial instruments and the Company’s disclosure controls and procedures were not effective.

We have followed ASC 480 in accounting for our public shares.

This included recording the public shares in permanent equity on our balance sheet.

However, we maintained shareholders’ equity of at least $5,000,001 as we will not redeem public shares that would cause our net tangible assets to be less than $5,000,001 following such redemptions.

In September 2021, our management re-evaluated and ultimately concluded that the classification of $5,000,001 in permanent equity was not appropriate and that the public shares should be reclassified as temporary equity.

In connection with the preparation of the financial statements as of and for the three and nine months ended September 30, 2021 that were included in our Quarterly Report on Form 10-Q for the period ended September 30, 2021, we concluded that we would change our accounting and reflect the full amount of all redeemable public shares in temporary equity.

This was a change from our previous accounting practice whereby it maintained shareholders’ equity of at least $5,000,001 as we will not redeem public shares that would cause our net tangible assets to be less than $5,000,001 following such redemptions.

In connection with the change in presentation for the public shares subject to possible redemption, we also revised our earnings per share to allocate net income (loss) evenly to all public shares and Class B ordinary shares.

On November 23, 2021, our management and our audit committee concluded that our previously issued financial statements for the previously issued (i) audited balance sheet as of October 6, 2020 (the “ Post-IPO Balance Sheet ”), as previously restated in our Annual Report on Form 10-K/A for the year ended December 31, 2020 (the “ 2020 10-K/A ”), filed with the SEC on June 21, 2021, (ii) audited financial statements included our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on June 21, 2021, (iii) unaudited interim financial statements as of and for the three months ended March 31, 2021 included in our Quarterly Report on Form 10-Q, filed with the SEC on June 21, 2021 and (iv) unaudited interim financial statements as of and for the three and six months ended June 30, 2021 (collectively, the “ Affected Periods ”) included in our Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2021, in each case, should be restated to classify all of the public shares as temporary equity and should no longer be relied upon.

As a result, we restated our financial statements for the Affected Periods in an Annual Report on Form 10-K/A and our audited financial statements included in our Annual Report on Form 10/K for the year ended December 31, 2021, filed with the SEC on June 21, 2021, and in a Quarterly Report on Form 10-Q/A for the unaudited condensed financial statements for the periods ended March 31, 2021 and June 30, 2021.

A material weakness is a deficiency, or a combination of deficiencies, in disclosure controls and procedures or 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 disclosure controls and internal control 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.

Management has implemented remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting.

Specifically, we expanded and improved our review process for complex securities and related accounting standards.

We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

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 do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for us.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021 based on criteria specified in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“ COSO ”).

Based on our assessment, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2021, our internal control over financial reporting was not effective as detailed above.

Our independent registered public accounting firm, WithumSmith+Brown, PC (“ Withum ”), has issued an attestation report on our internal control over financial reporting which appears herein.

Changes in Internal Control over Financial Reporting

There were no changes in our internal

control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most

recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

Our current directors and executive officers

are as follows:

Our current directors and executive officers are as follows:

Sanjay Patel*

Chief Executive Officer and Director

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Jennifer Fleiss

* Denotes an executive officer.

Sanjay Patel - Mr.

Patel serves as our Chief Executive Officer and Director.

Patel is also the Chief Executive Officer and a Director of APSG

II and the Chief Executive Officer and Executive Chairman of APSG III.

Patel is Chairman International and Senior Partner of Private Equity of Apollo, with responsibility for helping to build

and develop Apollo’s international businesses.

He is currently a member of Apollo’s Management Committee and Private

Equity Investment Committees and was formerly Head of Europe and managing partner of Apollo European Principal Finance.

serves on the board of directors of Tegra Apparel;

he previously also served on the boards of directors of Amissima Holdings, Brit

Insurance, Countrywide PLC and Watches of Switzerland.

Patel is also the Chief Executive Officer and a Director of APSG II and the Chief Executive Officer and Executive Chairman of APSG III.

Patel is Chairman International and Senior Partner of Private Equity of Apollo, with responsibility for helping to build and develop Apollo’s international businesses.

He was formerly Head of Europe and managing partner of Apollo European Principal Finance.

He currently serves on the board of directors of Tegra Apparel;

he previously also served on the boards of directors of Amissima Holdings, Brit Insurance, Countrywide PLC and Watches of Switzerland.

Patel joined Apollo in 2010 as Head of International Private Equity.

Prior to Apollo, Mr.

Patel was a partner at Goldman, Sachs & Co., where he was co-head of European and Indian Private Equity

for the Principal Investment Area (PIA), a member of the Goldman Sachs Partnership Committee and a member of the Investment Committee

of the Goldman Sachs Foundation.

Patel was a partner at Goldman, Sachs & Co., where he was co-head of European and Indian Private Equity for the Principal Investment Area (PIA), a member of the Goldman Sachs Partnership Committee and a member of the Investment Committee of the Goldman Sachs Foundation.

Prior thereto, he was President of Greenwich Street Capital.

Patel is a member of the Harvard

Graduate School of Design Dean’s Leadership Council and the Stanford Graduate School of Business Advisory Council.

serves on the Investment Committee of the Eton College Foundation and is a member of the Eton Development Advisory Council.

received his AB and SM engineering degrees, magna cum laude, from Harvard College and received his MBA degree from the Stanford

Graduate School of Business, where he was an Arjay Miller Scholar.

He was educated at Eton College in the UK, where he was a King’s

Patel is a member of the Harvard Graduate School of Design Dean’s Leadership Council and the Stanford Graduate School of Business Advisory Council.

He also serves on the Investment Committee of the Eton College Foundation and is a member of the Eton Development Advisory Council.

He received his AB and SM engineering degrees, magna cum laude, from Harvard College and received his MBA degree from the Stanford Graduate School of Business, where he was an Arjay Miller Scholar.

He was educated at Eton College in the UK, where he was a King’s Scholar.

We believe Mr.

Patel’s extensive financial background and expertise in investing in public and private companies

makes him well qualified to serve on our board of directors.

Patel’s extensive financial background and expertise in investing in public and private companies makes him well qualified to serve on our board of directors.

James Crossen - Mr.

Crossen serves

as our Chief Financial Officer and Chief Accounting Officer.

Crossen is also the Chief Financial Officer and Chief Accounting

Officer of APSG II, APSG III, Acropolis Infrastructure Acquisition Crop., Spartan Acquisition Corp.

II and Spartan Acquisition Corp.

Crossen is Chief Financial Officer for Private Equity and Real Assets at Apollo, having joined Apollo in 2010.

that time, Mr.

Crossen serves as our Chief Financial Officer and Chief Accounting Officer.

Crossen is the Chief Financial Officer of APSG II, APSG III, Acropolis Infrastructure Acquisition Crop., Spartan III and Delphi Growth Capital Corp., and is Chief Financial Officer for Private Equity and Real Assets at Apollo, having joined Apollo in 2010.

Prior to that time, Mr.

Crossen was a Controller at Roundtable Investment Partners LLC.

Prior thereto, Mr.

Crossen was a Controller at

Fortress Investment Group.

Crossen was a Controller at Fortress Investment Group.

Prior to that time, Mr.

Crossen was a member of the Funds Management and Tax Group at JP Morgan Partners

Crossen was a member of the Funds Management and Tax Group at JP Morgan Partners LLC.

Crossen is a Certified Public Accountant in New York.

Crossen served in the United States Marine Corps and graduated summa

cum laude from the University of Connecticut.

Crossen served in the United States Marine Corps and graduated summa cum laude from the University of Connecticut.

Scott Kleinman – Mr.

Kleinman serves as

the Executive Chairman of our board of directors.

Kleinman serves as the Executive Chairman of our board of directors.

Kleinman is also the Executive Chairman of the board of directors of APSG II.

Kleinman is Co-President of Apollo Global Management, Inc.

since January 2018, sharing responsibility for Apollo’s

day-to-day operations including all of Apollo’s revenue-generating businesses and enterprise solutions across its integrated

alternative investment platform.

Kleinman, who focuses on Apollo’s equity and opportunistic businesses as well as its

financial institutions and retirement services activities, joined Apollo in 1996, and in 2009 he was named Lead Partner for Private

Equity , a position he held until October 2019.

Kleinman currently serves on the boards of directors of Apollo Global

Management, Inc., Athene Holding Ltd.

and Athora Holding, Ltd., and previously served on the boards of directors of Hexion, Inc.

CH2M Hill Companies.

Kleinman is Co-President of Apollo Asset Management, Inc.

(“ AAM ”) and co-leads AAM’s day-to-day operations including all of AAM’s revenue-generating businesses and enterprise solutions across its integrated alternative investment platform.

Kleinman joined Apollo six years after its inception in 1996, and was named Lead Partner for Private Equity in 2009 prior to being named Co-President in 2018.

Kleinman also currently serves as Co-Chair of the AAM board of directors, and on the boards of directors of Apollo Global Management, Inc., Athene Holding Ltd.

and Athora Holding, Ltd., and previously served on the board of directors of CH2M Hill Companies.

Prior to joining Apollo, Mr.

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Kleinman founded the Kleinman Center for Energy Policy at the University of Pennsylvania.

He is a member of the Board of

Overseers at the University of Pennsylvania Stuart Weitzman School of Design and a member of the board of White Plains Hospital.

Kleinman received a BA and BS from the University of Pennsylvania and the Wharton School of Business, respectively, graduating magna

cum laude, Phi Beta Kappa.

He is a member of the Board of Advisors at the University of Pennsylvania Stuart Weitzman School of Design.

He is also a member of the Board of Advisors of Nature Conservancy of New York as well as the Board of Directors of White Plains Hospital, where he co-chaired the COVID-19 Relief Campaign.

Kleinman received a BA and BS from the University of Pennsylvania and the Wharton School of Business, respectively, graduating magna cum laude, Phi Beta Kappa.

We believe Mr.

Kleinman’s extensive background in finance and business makes him well qualified to

serve on our board of directors.

Kleinman’s extensive background in finance and business makes him well qualified to serve on our board of directors.

Jennifer Fleiss - Ms.

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Fleiss is a Venture Partner with Volition Capital.

Fleiss previously served as the Chief

Executive Officer of Jetblack, a subdivision of Walmart, and prior as Co-Founder, President and Director of Rent the Runway.

her nine years at Rent the Runway, Ms.

Fleiss served in a variety of leadership roles in operations, strategy and business

Fleiss previously served as the Chief Executive Officer of Jetblack, a subdivision of Walmart, and prior as Co-Founder, President and Director of Rent the Runway.

During her nine years at Rent the Runway, Ms.

Fleiss served in a variety of leadership roles in operations, strategy and business development.

Fleiss currently serves on the Board of Directors of Rent the Runway, Shutterfly and Party City.

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Fleiss received her M.B.A.

from Harvard Business

School in 2009 and her Bachelor of Arts in Political Science from Yale University in 2005.

from Harvard Business School in 2009 and her Bachelor of Arts in Political Science from Yale University in 2005.

We believe Ms.

Fleiss’

background in operations, strategy and business makes her well qualified to serve on our board of directors.

Fleiss’ extensive background in operations, strategy and business makes her well qualified to serve on our board of directors.

Mitch Garber - Mr.

Garber serves as a director.

Garber is the former CEO of Optimal Payments/Paysafe, PartyGaming Plc / PartyBwin and Caesars

Acquisition Company.

Garber is the Chairman of Invest in Canada, the Canadian agency responsible for foreign investment in

Garber also currently sits on the board of directors of Rackspace Technology, Shutterfly and Fosun Fashion Group.

2015 to 2020, Mr.

Garber is the former CEO of Optimal Payments/Paysafe, PartyGaming Plc / PartyBwin and Caesars Acquisition Company.

Garber is the Chairman of Invest in Canada, the Canadian agency responsible for foreign investment in Canada.

Garber also currently sits on the board of directors of Rackspace Technology, Shutterfly, Fosun Fashion Group, Finnovate Acquisition Corp and Artisan Acquisition Company.

From 2015 to 2020, Mr.

Garber was the non-executive Chairman of Cirque du Soleil.

Garber is a minority owner and executive committee

member of the NHL Seattle Kraken.

He holds a BA from McGill University, a JD and an honorary doctorate from the University of Ottawa

and was awarded the Order of Canada in 2019.

Garber is a minority owner and executive committee member of the NHL Seattle Kraken.

He holds a BA from McGill University, a JD and an honorary doctorate from the University of Ottawa and was awarded the Order of Canada in 2019.

We believe that Mr.

Garber’s extensive background in finance and business makes

him well qualified to serve on our board of directors.

Simmons III -

Garber’s extensive background in finance and business makes him well qualified to serve on our board of directors.

Simmons III - Mr.

Simmons serves as a director.

Simmons is CEO and Founding Partner of Asland Capital Partners, serving as head of its investment

committee with oversight over the day-to-day operations of the firm.

Simmons has over two decades of real estate investment

experience across the public and private sectors.

Simmons is CEO and Founding Partner of Asland Capital Partners, serving as head of its investment committee with oversight over the day-to-day operations of the firm.

Simmons has over two decades of real estate investment experience across the public and private sectors.

Prior to founding Asland Capital Partners, Mr.

Simmons was a Partner at Ares

Management, where he led the Ares Domestic Emerging Markets Fund, and was previously a Partner at Apollo Real Estate Advisors.

Simmons was also previously president and CEO of the Upper Manhattan Empowerment Zone Development Corporation and held prior

roles at Bankers Trust and Salomon Smith Barney.

Simmons currently serves on the Board of Directors of LifePoint Health.

Simmons received a BS degree from Princeton University, an MS from the Virginia Polytechnic Institute and State University and

a Master of Management degree from Northwestern University’s J.L.

Simmons was a Partner at Ares Management, where he led the Ares Domestic Emerging Markets Fund, and was previously a Partner at Apollo Real Estate Advisors.

Simmons was also previously president and CEO of the Upper Manhattan Empowerment Zone Development Corporation and held prior roles at Bankers Trust and Salomon Smith Barney.

Simmons currently serves on the Board of Directors of Regency Centers (REG) and LifePoint Health.

Simmons received a BS degree from Princeton University, an MS from the Virginia Polytechnic Institute and State University and a Master of Management degree from Northwestern University’s J.L.

Kellogg Graduate School of Management.

We believe Mr.

Simmons’

extensive background in business and investing in public and private companies makes him well qualified to serve on our board of

Simmons’ extensive background in business and investing in public and private companies makes him well qualified to serve on our board of directors.

Number and Terms of Office of Officers and Directors

Our board of directors consists of five

Our board of directors is divided into three classes with only one class of directors being elected in each year and each

class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term.

of office of the first class of directors, consisting of Sanjay Patel and Scott Kleinman, will expire at our first annual meeting

of shareholders.

The term of office of the second class of directors, consisting of Jennifer Fleiss and James Simmons, will expire

at the second annual meeting of shareholders.

The term of office of the third class of directors, consisting of Mitch Garber, will

expire at the third annual meeting of shareholders.

We may not hold an annual meeting of shareholders until after we consummate

our initial business combination.

Our officers are appointed by the board

of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors

is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as

it deems appropriate.

Our board of directors consists of five members.

Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term.

The term of office of the first class of directors, consisting of Sanjay Patel and Scott Kleinman, will expire at our first annual meeting of shareholders.

The term of office of the second class of directors, consisting of Jennifer Fleiss and James Simmons, will expire at the second annual meeting of shareholders.

The term of office of the third class of directors, consisting of Mitch Garber, will expire at the third annual meeting of shareholders.

We may not hold an annual meeting of shareholders until after we consummate our initial business combination.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.

Director Independence

The NYSE listing standards require that

a majority of our board of directors be independent.

An “independent director”

is defined generally as a person who

has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization

that has a relationship with the company).

Our board of directors has determined that each of Jennifer Fleiss, Mitch Garber and

James Simmons are “independent directors”

as defined in the NYSE listing standards and applicable SEC rules.

Our independent

directors will have regularly scheduled meetings at which only independent directors are present.

The NYSE listing standards require that a majority of our board of directors be independent.

An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

Our board of directors has determined that each of Jennifer Fleiss, Mitch Garber and James Simmons are “independent directors” as defined in the NYSE listing standards and applicable SEC rules.

Our independent directors have regularly scheduled sessions at which only independent directors are present.

Committees of the Board of Directors

Our board of directors has three standing

Our board of directors has three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance committee.

Subject to phase-in

rules and a limited exception, the rules of the NYSE and Rule 10A of the Exchange Act require that the audit committee of a listed

company be comprised solely of independent directors.

Subject to phase-in rules and a limited exception, the rules of the NYSE

require that the compensation and nominating and corporate governance committees of a listed company be comprised solely of independent

Subject to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

Subject to phase-in rules and a limited exception, the rules of the NYSE require that the compensation and nominating and corporate governance committees of a listed company be comprised solely of independent directors.

The charter of each committee is available on our website.

Audit Committee

Jennifer Fleiss, Mitch Garber and James

Simmons serve as members of our audit committee.

Under the NYSE listing standards and applicable SEC rules, we are required to

have at least three members of the audit committee, all of whom must be independent, subject to the exception described below.

Jennifer Fleiss, Mitch Garber and James Simmons serve as members of our audit committee.

Under the NYSE listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to the exception described below.

Each of Jennifer Fleiss, Mitch Garber and James Simmons are independent.

James Simmons serves as chair of the

audit committee.

Each member of the audit committee is financially literate and our board of directors has determined that James

Simmons qualifies as an “audit committee financial expert”

as defined in applicable SEC rules.

We have adopted an audit committee charter

that complies with the rules of the NYSE, which details the principal functions of the audit committee, including:

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting

firm and any other independent registered public accounting firm engaged by us;

pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm

or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us

in order to evaluate their continued independence;

James Simmons serves as chair of the audit committee.

Each member of the audit committee is financially literate and our board of directors has determined that James Simmons qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter that complies with the rules of the NYSE, which details the principal functions of the audit committee, including:

● the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

● pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

● reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;

● setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

● setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i)

the independent registered public accounting firm’s internal quality-control procedures and (ii) any material issues raised

by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental

or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and

any steps taken to deal with such issues;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated

by the SEC prior to us entering into such transaction;

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal,

regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints

or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes

in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

● obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

Jennifer Fleiss, Mitch Garber and James

Simmons serve as members of our compensation committee.

Under the NYSE listing standards and applicable SEC rules, we are required

to have at least two members of the compensation committee, all of whom must be independent.

Each of Jennifer Fleiss, Mitch Garber

and James Simmons are independent.

Jennifer Fleiss, Mitch Garber and James Simmons serve as members of our compensation committee.

Under the NYSE listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent.

Each of Jennifer Fleiss, Mitch Garber and James Simmons are independent.

Mitch Garber serves as chair of the compensation committee.

We have adopted a compensation committee

charter that complies with the rules of the NYSE, which details the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s

compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining

and approving the remuneration (if any) of our chief executive officer based on such evaluation;

We have adopted a compensation committee charter that complies with the rules of the NYSE, which details the principal functions of the compensation committee, including:

● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation;

● reviewing and approving on an annual basis the compensation of all of our other officers;

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● assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers

and employees;

● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

● if required, producing a report on executive compensation to be included in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation

committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser

and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before

engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee

will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

Nominating and Corporate Governance Committee

The members of our nominating and corporate

governance are Jennifer Fleiss, Mitch Garber and James Simmons.

Jennifer Fleiss serves as chair of the nominating and corporate

governance committee.

The primary purposes of our nominating

and corporate governance committee are to assist the board in:

identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors

candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the board of directors;

The members of our nominating and corporate governance are Jennifer Fleiss, Mitch Garber and James Simmons.

Jennifer Fleiss serves as chair of the nominating and corporate governance committee.

The primary purposes of our nominating and corporate governance committee are to assist the board in:

● identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the board of directors;

● developing, recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and

management in the governance of the company;

● coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company;

● reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The nominating and corporate governance

committee is governed by a charter that complies with the rules of the NYSE.

We have not formally established any

specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying

and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience,

knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests

of our shareholders.

Prior to our initial business combination, holders of our public shares will not have the right to recommend

director candidates for nomination to our board of directors.

The nominating and corporate governance committee is governed by a charter that complies with the rules of the NYSE.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves,

and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one

or more officers serving on our board of directors.

None of our officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one or more officers serving on our board of directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires

our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership

and changes in ownership with the SEC.

These reporting persons are also required to furnish us with copies of all Section 16(a)

forms they file.

Based solely upon a review of such forms, we believe that during the year ended December 31, 2020 there were no

delinquent filers except that a Form 4 filed on behalf of our sponsor was inadvertently filed late with respect to the acquisition

of private placement warrants on October 6, 2020.

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC.

These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of such forms, we believe that during the year ended December 31, 2021 there were no delinquent filers.

Code of Conduct and Ethics

We have adopted a Code of Conduct and Ethics

applicable to our directors, officers and employees.

We have adopted a Code of Conduct and Ethics applicable to our directors, officers and employees.

A copy of our Code of Conduct and Ethics is posted on our website.

a copy of the Code of Conduct and Ethics will be provided without charge upon request from us.

We intend to disclose any amendments

to or waivers of certain provisions of our Code of Conduct and Ethics in a Current Report on Form 8-K.

In addition, a copy of the Code of Conduct and Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Conduct and Ethics in a Current Report on Form 8-K.

Corporate Governance Guidelines

Our board of directors adopted corporate governance guidelines in accordance with the corporate governance rules of the NYSE that serve as a flexible framework within which our board of directors and its committees operate.

These guidelines cover a number of areas including board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chairman of the board, chief executive officer and presiding director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning.

A copy of our corporate governance guidelines is posted on our website.

Conflicts of Interest

Please see “Item 1.

Business —

Potential Conflicts of Interest”

for a description of the potential conflicts of interests of our sponsor, directors, officers,

advisors or any of their affiliates.

Limitation on Liability and Indemnification of Officers

and Directors

Cayman Islands law does not limit the

extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors,

except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide

indemnification against willful default, fraud or the consequences of committing a crime.

Our amended and restated memorandum and

articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including

for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

We entered into agreements with our officers

and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated

memorandum and articles of association.

We obtained a policy of directors’

and officers’

liability insurance that insures

our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us

against our obligations to indemnify our officers and directors.

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 waive any right, title, interest or claim

of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse

against the trust account for any reason whatsoever.

Accordingly, any indemnification provided will only be able to be satisfied

by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our indemnification obligations 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

We believe that these provisions, the

insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification for liabilities

arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions,

we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities

Act and is therefore unenforceable.

Please see “Item 1.

Business — Certain Potential Conflicts of Interest” for a description of the potential conflicts of interests of our sponsor, directors, officers, advisors or any of their affiliates.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime.

Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

We entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association.

We obtained a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

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 waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever.

Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our indemnification obligations 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 believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Executive Compensation.

None of our officers or directors has

received any cash compensation for services rendered to us.

Commencing on the date that our securities

are first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we have

agreed to pay our sponsor a total of $16,667 per month, for up to 27 months, for office space, utilities, secretarial support and

administrative services.

In addition, our sponsor, executive officers and directors, or any of their respective affiliates, will

be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential

target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly

basis all payments that were made to Apollo, our sponsor, officers or directors, or our or their affiliates.

Any such payments

prior to an initial business combination will be made using funds held outside the trust account.

Other than quarterly audit committee

review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to

our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection

with identifying and consummating an initial business combination.

In addition, our sponsor, executive officers and directors,

or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities

on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

After the completion of our initial business

combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from

the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation

or tender offer materials (as applicable) furnished to our shareholders in connection with a proposed business combination.

have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members

of management.

It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because

the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation

to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation

committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure

that members of our management team maintain their positions with us after the consummation of our initial business combination,

although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain

with us after our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain

their positions with us may influence our management’s motivation in identifying or selecting a target business but we do

not believe that the ability of our management to remain with us after the consummation of our initial business combination will

be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements

with our officers and directors that provide for benefits upon termination of employment.

None of our officers or directors has received any cash compensation for services rendered to us.

Commencing on the date that our securities are first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we have agreed to pay our sponsor a total of $16,667 per month, for up to 27 months, for office space, utilities, secretarial support and administrative services.

In addition, our sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to Apollo, our sponsor, officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination will be made using funds held outside the trust account.

Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation or tender offer materials (as applicable) furnished to our shareholders in connection with a proposed business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

The following table sets forth information

regarding the beneficial ownership of our ordinary shares as of the date of this annual report by:

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this annual report by:

● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

each of our named executive officers, directors and director nominees that beneficially owns our ordinary shares;

all our executive officers, directors and director nominees as a group.

Unless otherwise indicated, we believe that

all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these warrants are not exercisable

within 60 days of the date of this annual report.

A ordinary shares

B ordinary shares

Name and Address of Beneficial

● each of our named executive officers and directors that beneficially owns our ordinary shares;

● all our executive officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these warrants are not exercisable within 60 days of the date of this annual report.

Class A ordinary shares

Class B ordinary shares

Percentage of

1 unchanged sentence

Percentage of

Name and Address of Beneficial Owner (1)

APSG Sponsor, L.P.

(our sponsor) (2)(3)

Millennium Management LLC(4)

Adage Capital Partners, L.P.(5)

Public Sector Pension Investment Board(6)

Marshall Wace LLP (4)

Empyrean Capital Overseas Master Fund, Ltd.

Bank of Montreal (6)

James Crossen

4 unchanged sentences

All directors and executive officers as a group (6 Individuals) (2)

(1) Unless otherwise noted, the business address of each of the following entities or individuals is

9 West 57th Street, 43rd Floor, New York, NY 10019.

* Less than 1%.

(1) Unless otherwise noted, the business address of each of the following entities or individuals is 9 West 57th Street, 43rd Floor, New York, NY 10019.

(2) Consist solely of Class B ordinary shares.

Such 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.

(3) APSG Sponsor, L.P.

is a Cayman Island limited partnership (“Sponsor”) managed by affiliates

of Apollo Global Management, Inc.

AP Caps II Holdings GP, LLC (“Holdings GP”) is the general partner of Sponsor.

Principal Holdings III, L.P.

(“Principal III”) is the sole member of Holdings GP.

Apollo Principal Holdings III

(“Principal III GP”) serves as the general partner of Principal III.

Joshua Harris and

Marc Rowan are the directors of Principal III GP and as such may be deemed to have voting and dispositive control of the ordinary

shares held of record by Sponsor.

The address of Sponsor, Holdings GP, Principal III and Principal III GP is c/o Walkers Corporate

Such 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.

(3) Our Sponsor is a Cayman Island limited partnership managed by affiliates of Apollo Global Management, Inc.

AP Caps II Holdings GP, LLC (“ Holdings GP ”) is the general partner of Sponsor.

Apollo Principal Holdings III, L.P.

(“ Principal III ”) is the sole member of Holdings GP.

Apollo Principal Holdings III GP, Ltd.

(“ Principal III GP ”) serves as the general partner of Principal III.

Scott Kleinman, Marc Rowan and James Zelter are the directors of Principal III GP and as such may be deemed to have voting and dispositive control of the ordinary shares held of record by Sponsor.

The address of Sponsor, Holdings GP, Principal III and Principal III GP is c/o Walkers Corporate Limited;

190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.

The address of each of Messrs.

and Rowan, is 9 West 57th Street, 43rd Floor, New York, New York 10019.

(4) Based solely upon the Schedule 13G/A filed with the SEC on February 2, 2021 by Integrated Core

Strategies (US) LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group

Management LLC and Israel A.

Englander, each of which share voting and dispositive power with respect to certain of the reported

shares shown above.

The business address of such parties is c/o Millennium Management LLC, 666 Fifth Avenue New York, NY 10103.

(5) Based solely upon the Schedule 13G/A filed with the SEC on February 11, 2021 by Adage Capital Partners,

L.P., Adage Capital Partners GP, L.L.C., Adage Capital Advisors, L.L.C., Robert Atchinson and Phillip Gross, each of which share

voting and dispositive power with respect to the reported shares shown above.

The business address of such parties is 200 Clarendon

Street, 52 nd Floor, Boston, Massachusetts 02116.

(6) Based solely upon the Schedule 13G filed with the SEC on February 12, 2021 by Public Sector Pension

Investment Board.

The business address of Public Sector Pension Investment Board is 1250 Rene-Levesque West, Suite 1400, Montreal,

Quebec, H3B 5E9 Canada.

(7) Based solely upon the Schedule 13G/A filed with the SEC on February 11, 2021 by Empyrean Capital

Overseas Master Fund, Ltd., Empyrean Capital Partners, LP and Amos Meron, each of which share voting and dispositive power with

respect to the reported shares shown above.

The business address of such parties is c/o Empyrean Capital Partners, LP, 10250 Constellation

Boulevard, Suite 2950, Los Angeles, CA 90067.

Our sponsor purchased an aggregate of

12,224,134 Private Placement Warrants, each exercisable to purchase Class A ordinary share at $11.50 per share, at a price of $1.50

per warrant, in private placements in connection with our Initial Public Offering and the partial exercise by the underwriters

of their over-allotment option.

If we do not complete our initial business combination within the completion window, the Private

Placement Warrants will expire worthless.

Kleinman, Rowan and Zelter is 9 West 57th Street, 43rd Floor, New York, New York 10019.

(4) Based solely upon the Schedule 13G filed with the SEC on February 14, 2022 by Marshall Wace, LLP.

The business address of Marshall Wace, LLP is George House, 131 Sloane Street, London, SW1X 9AT, UK.

(5) Based solely upon the Schedule 13G/A filed with the SEC on February 11, 2021 by Empyrean Capital Overseas Master Fund, Ltd., Empyrean Capital Partners, LP and Amos Meron, each of which share voting and dispositive power with respect to the reported shares shown above.

The business address of such parties is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.

(6) Based solely upon the Schedule 13G filed with the SEC on February 15, 2022 by Bank of Montreal.

The business address of Bank of Montreal is 100 King Street West, 21st Floor, Toronto, M5X 1A1, Ontario, Canada.

Our sponsor purchased an aggregate of 12,224,134 Private Placement Warrants, each exercisable to purchase Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, in private placements in connection with our Initial Public Offering and the partial exercise by the underwriters of their over-allotment option.

If we do not complete our initial business combination within the completion window, the Private Placement Warrants will expire worthless.

The Private Placement Warrants are subject to the transfer restrictions described below.

In addition, the Private Placement Warrants will not be exercisable more than five years from October 1, 2020, in accordance with

FINRA Rule 5110(f)(2)(G)(i), as long as our sponsor or any of its related persons beneficially own such Private Placement Warrants.

In addition, the Private Placement Warrants will not be exercisable more than five years from October 1, 2020, in accordance with FINRA Rule 5110(f)(2)(G)(i), as long as our sponsor or any of its related persons beneficially own such Private Placement Warrants.

The Private Placement Warrants will not be redeemable by us so long as they are held by our sponsor or its permitted transferees.

Our sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis.

Private Placement Warrants are held by holders other than our sponsor or its permitted transferees, the Private Placement Warrants

will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the Units sold in the Initial

Public Offering.

Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants

sold as part of the Units in the Initial Public Offering.

Our sponsor and our officers and directors

are deemed to be our “promoters”

as such term is defined under the federal securities laws.

See “Item 13.

Relationships and Related Transactions, and Director Independence”

below for additional information regarding our relationships

with our promoters.

Transfers of Class B ordinary shares and Private Placement

The Class B ordinary shares, Private

Placement Warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions

pursuant to the letter agreement entered into by our sponsor, directors, officers and us.

This letter agreement provides that the

Class B ordinary shares may not be transferred, assigned or sold until the earlier of (x) one year after the completion of our

initial business combination or earlier if, subsequent to our business combination, the last sale price of our Class A ordinary

shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and

the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination,

or (y) the date on which we complete a liquidation, merger, capital share exchange, reorganization or other similar transaction

after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares

for cash, securities or other property.

The letter agreement provides that the

Private Placement Warrants may not be transferred, assigned or sold until 30 days following the completion of our initial business

Additionally, in the event of (i) our liquidation

prior to the completion of our initial business combination, or (ii) the completion of a liquidation, merger, stock exchange or

other similar transaction which results in all of our stock holders having the right to exchange their ordinary shares for cash,

securities or other property subsequent to our completion of our initial business combination, the lock-up period shall terminate.

However, in the case of clauses (a) through (f) below, such securities may be transferred during the lock-up period to certain

permitted transferees, provided that they enter into a written agreement agreeing to be bound by these transfer restrictions.

transfers include:

(a) transfers to our officers or directors, any affiliates or family members of any of our officers or directors,

any members of our sponsor or their affiliates, or any affiliates of our sponsor, (b) in the case of an individual, transfers by

gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s

immediate family, an affiliate of such person or to a charitable organization;

of laws of descent and distribution upon death of the individual;

(d) in the case of an individual, transfers pursuant to a qualified

domestic relations order;

(e) transfers by virtue of the laws of the Cayman Islands or our sponsor’s operating agreement

upon dissolution of our sponsor;

and (f) transfers by private sales or transfers made in connection with the consummation of a

business combination at prices no greater than the price at which the securities were originally purchased.

Permitted transferees are subject to

the same written agreements as our sponsor, directors and officers with respect to (i) voting any Class B ordinary shares held

by them in favor of the initial business combination, (ii) agreeing to 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 public shares if we do

not complete an initial business combination within the completion window and (iii) waiving their redemption rights and rights

to liquidating distributions.

If the Private Placement Warrants are held by holders other than our sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the Units sold in the Initial Public Offering.

Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants sold as part of the Units in the Initial Public Offering.

Our sponsor and our officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.

See “Item 13.

Certain Relationships and Related Transactions, and Director Independence” below for additional information regarding our relationships with our promoters.

Transfers of Class B ordinary shares and Private Placement Warrants

The Class B ordinary shares, Private Placement Warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to the letter agreement entered into by our sponsor, directors, officers and us.

This letter agreement provides that the Class B ordinary shares may not be transferred, assigned or sold until the earlier of (x) one year after the completion of our initial business combination or earlier if, subsequent to our business combination, the last sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital share exchange, reorganization or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

The letter agreement provides that the Private Placement Warrants may not be transferred, assigned or sold until 30 days following the completion of our initial business combination.

Additionally, in the event of (i) our liquidation prior to the completion of our initial business combination, or (ii) the completion of a liquidation, merger, stock exchange or other similar transaction which results in all of our stock holders having the right to exchange their ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination, the lock-up period shall terminate.

However, in the case of clauses (a) through (f) below, such securities may be transferred during the lock-up period to certain permitted transferees, provided that they enter into a written agreement agreeing to be bound by these transfer restrictions.

Permitted transfers include:

(a) transfers to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our sponsor or their affiliates, or any affiliates of our sponsor, (b) in the case of an individual, transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization;

(d) in the case of an individual, transfers pursuant to a qualified domestic relations order;

(e) transfers by virtue of the laws of the Cayman Islands or our sponsor’s operating agreement upon dissolution of our sponsor;

and (f) transfers by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the securities were originally purchased.

Permitted transferees are subject to the same written agreements as our sponsor, directors and officers with respect to (i) voting any Class B ordinary shares held by them in favor of the initial business combination, (ii) agreeing to 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 public shares if we do not complete an initial business combination within the completion window and (iii) waiving their redemption rights and rights to liquidating distributions.

Registration Rights

The holders of the Class B ordinary shares,

Private Placement Warrants and warrants that may be issued upon conversion of working capital loans have registration rights requiring

us to register a sale of any of our securities held by them pursuant to a registration rights agreement to be signed prior to or

on the effective date of the Initial Public Offering.

These holders are entitled to make up to one demand, excluding short form

registration demands, that we register such securities for sale under the Securities Act.

In addition, these holders have “piggyback”

registration rights to include their securities in other registration statements filed by us, subject to certain limitations.

Notwithstanding

the foregoing, Apollo may not exercise its demand and “piggyback”

registration rights after five and seven years, respectively,

after October 1, 2020 and may not exercise its demand rights on more than one occasion.

The holders of the Class B ordinary shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans have registration rights requiring us to register a sale of any of our securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering.

These holders are entitled to make up to one demand, excluding short form registration demands, that we register such securities for sale under the Securities Act.

In addition, these holders have “piggyback” registration rights to include their securities in other registration statements filed by us, subject to certain limitations.

Notwithstanding the foregoing, Apollo may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after October 1, 2020 and may not exercise its demand rights on more than one occasion.

Certain Relationships and Related Transactions, and Director Independence.

As of March 25, 2021, our initial shareholders

owned an aggregate of 20,420,250 Class B ordinary shares.

In August 2020, we conducted stock splits, resulting in our sponsor holding

60,000,000 Class B ordinary shares, and our sponsor subsequently surrendered 31,250,000 Class B ordinary shares.

In September 2020,

our sponsor surrendered an additional 7,187,500 Class B ordinary shares.

The number of Class B ordinary shares issued in the stock

split and the number of shares surrendered by our sponsor was determined based on the expectation that the Class B ordinary shares

would represent 20% of the outstanding shares upon completion of the Initial Public Offering.

In September 2020, our sponsor transferred

25,000 Class B ordinary shares to each of our independent directors.

The Class B ordinary shares (including the Class A ordinary

shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the

Our sponsor purchased an aggregate of

12,224,134 Private Placement Warrants for a purchase price of $1.50 per warrant in private placements in connection with the closing

of the Initial Public Offering and the partial exercise by the underwriters of their over-allotment option.

Each private placement

warrant entitles the holder to purchase one whole Class A ordinary share at $11.50 per share.

The Private Placement Warrants (including

the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned

or sold by the holder until 30 days after the completion of our initial business combination.

As described in “Item 1.

Business —

of Potential Business Combination Targets”

and “Item 10.

Directors, Executive Officers and Corporate Governance —

of Interest,”

if any of our officers or directors becomes aware of a business combination opportunity that falls within the

line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his

or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or

her fiduciary duties under Cayman Islands law.

Our officers and directors currently have certain relevant fiduciary duties or contractual

obligations that may take priority over their duties to us.

We may pursue an Affiliated Joint Acquisition opportunity with an entity

to which an officer or director has a fiduciary or contractual obligation.

Any such entity 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 acquisition by

borrowing from or issuing to such entity a class of equity or equity-linked securities.

The Company has agreed to pay our

sponsor a total of $16,667 per month for office space, utilities and secretarial and administrative support for up to 27

months commencing on October 2, 2020.

Upon completion of the Initial Business Combination or the Company’s liquidation, the

Company will cease paying these monthly fees.

In addition to these monthly fees, underwriting

discounts and commissions, placement agent fees, initial purchaser fees or discounts, finder’s fees, arrangement fees, commitment

fees and transaction, structuring, consulting, advisory and management fees and similar fees may be paid by the company to Apollo,

our sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with

the completion of our initial business combination or following our initial business combination.

However, these individuals will

be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential

target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly

basis all payments that were made to Apollo, our sponsor, officers, directors or our or their affiliates and will determine which

expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses

incurred by such persons in connection with activities on our behalf.

On August 11, 2020, the Company issued

an unsecured promissory note to our sponso r (the “Promissory Note”), pursuant to

which our sponsor agreed to loan the Company an aggregate of up to $750,000 to cover expenses

related to the Initial Public Offering.

The Promissory Note was non-interest bearing and payable on the earlier of March 31, 2021

or the completion of the Initial Public Offering.

The borrowings outstanding under the Promissory Note of $750,000 were repaid

upon the consummation of the Initial Public Offering on October 6, 2020.

On October 20, 2020, our

sponsor executed the October Note with a principal amount of $1,500,000.

The October Note bears interest at a rate of 0.14%

per annum and is payable on the earlier of an initial business combination or the liquidation of the Company.

On October 20, 2020,

the Company borrowed $1,500,000 pursuant to the October Note and $1,500,000 remained outstanding as of December 31, 2020.

On February 22, 2021, our

sponsor executed the February Note with a principal amount of $800,000.

The February Note bears interest at a rate of 0.12%

per annum and is payable on the earlier of an initial business combination or the liquidation of the Company.

On February 22, 2021,

the Company borrowed $800,000 pursuant to the February Note.

We paid $3,267,240 in underwriting discounts

and commissions to Apollo Global Securities, LLC, an affiliate of our sponsor, in connection with our Initial Public Offering and

the Over-Allotment Closing excluding $5,717,670 in deferred fees held in the trust account.

In addition, in order to finance transaction

costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our

officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete an initial business combination,

we would repay such loaned amounts.

In the event that our initial business combination does not close, we may use a portion of

the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be

used for such repayment.

Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the

option of the lender.

The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability

and exercise period.

Except as set forth above, the terms of such loans by our officers and directors, if any, have not been determined

and no written agreements exist with respect to such loans.

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.

After our initial business combination,

members of our management team who remain with us may be paid consulting, management or other fees from the combined company with

any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation

materials (as applicable) furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time

of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination,

as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

We have entered into a registration rights

agreement with respect to the Private Placement Warrants, the warrants issuable upon conversion of working capital loans (if any)

and the Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the Class B ordinary shares, which

is described under the heading “Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder

Matters —

Rights.”

As of March 1, 2022, our initial shareholders owned an aggregate of 20,420,250 Class B ordinary shares.

In August 2020, we conducted stock splits, resulting in our sponsor holding 60,000,000 Class B ordinary shares, and our sponsor subsequently surrendered 31,250,000 Class B ordinary shares.

In September 2020, our sponsor surrendered an additional 7,187,500 Class B ordinary shares.

The number of Class B ordinary shares issued in the stock split and the number of shares surrendered by our sponsor was determined based on the expectation that the Class B ordinary shares would represent 20% of the outstanding shares upon completion of the Initial Public Offering.

In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors.

The Class B ordinary shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

Our sponsor purchased an aggregate of 12,224,134 Private Placement Warrants for a purchase price of $1.50 per warrant in private placements in connection with the closing of the Initial Public Offering and the partial exercise by the underwriters of their over-allotment option.

Each private placement warrant entitles the holder to purchase one whole Class A ordinary share at $11.50 per share.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination.

Our sponsor has committed, pursuant to a PIPE Subscription Agreement, to purchase an aggregate of 2,000,000 shares of Domesticated Acquiror Class A Common Stock on the same terms of and conditions as the other PIPE Investors at a price of $10.00 per share.

The PIPE Subscription Agreement contains customary representation, warranties, covenants and agreements of the Company.

As described in “Item 1.

Business — Sourcing of Potential Business Combination Targets” and “Item 10.

Directors, Executive Officers and Corporate Governance — Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law.

Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

We may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation.

Any such entity 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 acquisition by borrowing from or issuing to such entity a class of equity or equity-linked securities.

The Company has agreed to pay our sponsor a total of $16,667 per month for office space, utilities and secretarial and administrative support for up to 27 months commencing on October 2, 2020.

Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

In addition to these monthly fees, underwriting discounts and commissions, placement agent fees, initial purchaser fees or discounts, finder’s fees, arrangement fees, commitment fees and transaction, structuring, consulting, advisory and management fees and similar fees may be paid by the company to Apollo, our sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination or following our initial business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to Apollo, our sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

On August 11, 2020, the Company issued an unsecured promissory note to our sponso r (the “ Promissory Note ”), pursuant to which our sponsor agreed to loan the Company an aggregate of up to $750,000 to cover expenses related to the Initial Public Offering.

The Promissory Note was non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering.

The borrowings outstanding under the Promissory Note of $750,000 were repaid upon the consummation of the Initial Public Offering on October 6, 2020.

On October 20, 2020, our sponsor executed the October Note with a principal amount of $1,500,000.

The October Note bears interest at a rate of 0.14% per annum and is payable on the earlier of an initial business combination or the liquidation of the Company.

On October 20, 2020, the Company borrowed $1,500,000 pursuant to the October Note and $1,500,000 remained outstanding as of December 31, 2021.

Up to $1,500,000 of the October Note may be convertible into warrants identical to the Private Placement Warrants at a price of $1.50 per warrant at the option of the lender.

On February 22, 2021, our sponsor executed the February Note with a principal amount of $800,000.

The February Note bears interest at a rate of 0.12% per annum and is payable on the earlier of an initial business combination or the liquidation of the Company.

On February 22, 2021, the Company borrowed $800,000 pursuant to the February Note and $800,000 remained outstanding as of December 31, 2021.

On June 18, 2021, our sponsor executed the June Note with a principal amount of $2,000,000.

The June Note bears interest at a rate of 0.13% per annum and is payable on the earlier of an initial business combination or the liquidation of the Company.

On June 18, 2021, the Company borrowed $2,000,000 pursuant to the June Note and $2,000,000 remained outstanding as of December 31, 2021.

On September 14, 2021, our sponsor executed the September Note with a principal amount of $1,500,000.

The September Note bears interest at a rate of 0.13% per annum and is payable on the earlier of an initial business combination or the liquidation of the Company.

On September 14, 2021, the Company borrowed $1,500,000 pursuant to the September Note and $1,500,000 remained outstanding as of December 31, 2021.

Affiliates of the Sponsor paid certain formation, operating and offering costs on behalf of the Company.

These advances are due on demand and are non-interest bearing.

For the years ended December 31, 2021 and December 31, 2020 and for the period from October 10, 2008 (inception) through December 31, 2020, the related parties paid $2,040,211, $373,517 and $0 of offering costs

and other expenses on behalf of the Company, respectively.

As of December 31, 2021, 2020 and 2019, there was $2,040,211, $373,517 and $0 due to the related parties, respectively.

AGS an affiliate of our sponsor, has acted as an underwriter in connection with our Initial Public Offering and the Over-Allotment Closing and a private placement agent in connection with the PIPE Investment.

We paid $3,267,240 in underwriting discounts and commissions to AGS in connection with our Initial Public Offering and the Over-Allotment Closing.

Upon Closing, AGS will receive a portion of the deferred underwriting commissions related to the Initial Public Offering and the Over-Allotment Closing and its portion of the placement agent fees related to the PIPE Investment.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete an initial business combination, we would repay such loaned amounts.

In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

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

The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

Except as set forth above, the terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

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.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials (as applicable) furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

We have entered into a registration rights agreement with respect to the Private Placement Warrants, the warrants issuable upon conversion of working capital loans (if any) and the Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the Class B ordinary shares, which is described under the heading “Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters — Registration Rights.”

Related Party Policy

We had not yet adopted a formal policy

for the review, approval or ratification of related party transactions as of the completion of the Initial Public Offering.

the transactions discussed above that occurred prior to the completion of the Initial Public Offering, were not reviewed, approved

or ratified in accordance with any such policy.

Since the completion of the Initial Public

Offering, we have adopted a Code of Conduct and Ethics requiring us to avoid, wherever possible, all conflicts of interests, except

under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed

in our public filings with the SEC.

Under our Code of Conduct and Ethics, conflict of interest situations will include any financial

transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company.

In addition, our audit committee, pursuant

to a written charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such

transactions.

An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is

present is required in order to approve a related party transaction.

A majority of the members of the entire audit committee constitutes

Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve

a related party transaction.

Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor,

officers or directors, or our or any of their affiliates.

These procedures are intended to determine

whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part

of a director, employee or officer.

To further minimize conflicts of interest,

we will not consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors

unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which

is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial

point of view.

We had not yet adopted a formal policy for the review, approval or ratification of related party transactions as of the completion of the Initial Public Offering.

Accordingly, the transactions discussed above that occurred prior to the completion of the Initial Public Offering, were not reviewed, approved or ratified in accordance with any such policy.

Since the completion of the Initial Public Offering, we have adopted a Code of Conduct and Ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC.

Under our Code of Conduct and Ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company.

In addition, our audit committee, pursuant to a written charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions.

An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present is required in order to approve a related party transaction.

A majority of the members of the entire audit committee constitutes a quorum.

Without a meeting, the unanimous written consent of all of the members of the audit committee is required to approve a related party transaction.

Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or our or any of their affiliates.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we will not consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.

There will be no restrictions on payments made to insiders.

We expect that some or all of the following payments

will be made to Apollo, our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds

of the Initial Public Offering held in the trust account prior to the completion of our initial business combination, other than

from any permitted withdrawals:

repayment of up to an aggregate of $750,000 in loans made to us by our sponsor to cover offering-related and organizational

reimbursement for office space, utilities, secretarial support and administrative services provided to us by our sponsor, in

an amount equal to $16,667 per month, for up to 27 months;

We expect that some or all of the following payments will be made to Apollo, our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of the Initial Public Offering held in the trust account prior to the completion of our initial business combination, other than from any permitted withdrawals:

● repayment of up to an aggregate of $750,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

● reimbursement for office space, utilities, secretarial support and administrative services provided to us by our sponsor, in an amount equal to $16,667 per month, for up to 27 months;

● underwriting discounts and commissions paid to Apollo Global Securities, LLC;

underwriting discounts and commissions, placement agent fees, initial purchaser fees or discounts, finder's fees, arrangement

fees, commitment fees and transaction, structuring, consulting, advisory and management fees and similar fees for services rendered

prior to or in connection with the completion of an initial business combination;

reimbursement of legal fees and expenses incurred by our sponsor, officers or directors in connection with our formation, the

initial business combination and their services to us;

reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business

repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors

to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined

nor have any written agreements have been executed with respect thereto.

Up to $1,500,000 of such loans may be convertible into

warrants at a price of $1.50 per warrant at the option of the lender.

These payments may be funded using the

net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants not held in the trust account, permitted

withdrawals or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust

account released to us in connection therewith.

● underwriting discounts and commissions, placement agent fees, initial purchaser fees or discounts, finder’s fees, arrangement fees, commitment fees and transaction, structuring, consulting, advisory and management fees and similar fees for services rendered prior to or in connection with the completion of an initial business combination;

● reimbursement of legal fees and expenses incurred by our sponsor, officers or directors in connection with our formation, the initial business combination and their services to us;

● reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination;

● repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements have been executed with respect thereto.

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

These payments may be funded using the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants not held in the trust account, permitted withdrawals or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith.

Principal Accountant Fees and Services.

The following is a summary of fees paid

or to be paid to WithumSmith+Brown, PC (“

Withum ”) for services rendered.

Audit fees consist of fees

billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided

by Withum in connection with regulatory filings.

The aggregate fees billed by Withum for professional services rendered for the

audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods

and other required filings with the SEC for the year ended December 31, 2020 totaled $72,997.

The above amounts include interim

procedures and audit fees, as well as attendance at audit committee meetings.

The following is a summary of fees paid or to be paid to Withum for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings.

The aggregate fees billed by Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2021 and 2020 totaled $130,810 and $98,232, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees.

Audit-related services

consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of

our financial statements and are not reported under “Audit Fees.”

These services include attest services that are not

required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Withum

for audit related fees for the year ended December 31, 2020.

We did not pay Withum for tax

fees for the year ended December 31, 2020.

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Withum for audit related fees for the year ended December 31, 2021 or 2020.

We paid Withum $3,863 and $3,605 for tax fees for the years ended December 31, 2021 and 2020, respectively.

All Other Fees.

We did not pay Withum

for other services for the year ended December 31, 2020.

We did not pay Withum for other services for the year ended December 31, 2021 or 2020.

Pre-Approval Policy

Our audit committee was formed upon the consummation

of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services

rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee,

and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to

be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit

services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Our audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules.

(a) The following

documents are filed as part of this annual report on Form 10-K:

(a) The following documents are filed as part of this annual report on Form 10-K:

Financial Statements:

See “Index to Financial Statements”

(b) Financial Statement

All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto

or that they are not required or are not applicable.

See “Index to Financial Statements” at page F-1.

(b) Financial Statement Schedules.

All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable.

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this

annual report on Form 10-K.

Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed with the SEC on October 6, 2020).

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form S-1 filed with the SEC on September 25, 2020).

Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s registration statement on Form S-1 filed with the SEC on September 25, 2020).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s registration statement on Form S-1 filed with the SEC on September 25, 2020).

Warrant Agreement, dated October 1, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on October 6, 2020).

Description of Securities.

Promissory Note, dated October 20, 2020, by and between Apollo Strategic Growth Capital as the maker and APSG Sponsor L.P.

as the payee.

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this annual report on Form 10-K.

Business Combination Agreement, dated as of December 2, 2021, by and between Apollo Strategic Growth Capital and GBT JerseyCo Limited (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2021).

Second Amended and Restated Memorandum and Articles of Association of Apollo Strategic Growth Capital (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on November 29, 2021).

Specimen Unit Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 25, 2020).

Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 25, 2020).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 25, 2020).

Description of Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K/A filed with the SEC on November 29, 2021).

Letter Agreement, dated October 1, 2020, among the Company, its officers and directors and APSG Sponsor, L.P.

(incorporated by reference to the Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on October 6, 2020).

Investment Management Trust Agreement, dated October 1, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to the Exhibit 10.2 to the Company’s current report on Form 8-K filed with the SEC on October 6, 2020).

Registration Rights Agreement, dated October 1, 2020, among the Company and certain security holders named therein (incorporated by reference to the Exhibit 10.3 to the Company’s current report on Form 8-K filed with the SEC on October 6, 2020).

(incorporated by reference to the Exhibit 10.1 to the Company’s current report on Form 8 K filed with the SEC on October 6, 2020).

Private Placement Warrants Purchase Agreement, dated September 30, 2020, between the Company and APSG Sponsor, L.P.

(incorporated by reference to Exhibit 10.4 to the Company’s current report on Form 8-K filed with the SEC on October 6, 2020).

Indemnification Agreement, dated October 1, 2020, between the Registrant and Scott Kleinman (incorporated by reference to Exhibit 10.5 to the Company’s current report on Form 8-K filed with the SEC on October 6, 2020).

Indemnification Agreement, dated October 1, 2020, between the Registrant and Sanjay Patel (incorporated by reference to Exhibit 10.6 to the Company’s current report on Form 8-K filed with the SEC on October 6, 2020).

Indemnification Agreement, dated October 1, 2020, between the Registrant and James Crossen (incorporated by reference to Exhibit 10.7 to the Company’s current report on Form 8-K filed with the SEC on October 6, 2020).

Indemnification Agreement, dated October 1, 2020, between the Registrant and Jennifer Fleiss (incorporated by reference to Exhibit 10.8 to the Company’s current report on Form 8-K filed with the SEC on October 6, 2020).

Indemnification Agreement, dated October 1, 2020, between the Registrant and Mitch Garber (incorporated by reference to Exhibit 10.9 to the Company’s current report on Form 8-K filed with the SEC on October 6, 2020).

(incorporated by reference to Exhibit 10.4 to the Company’s current report on Form 8 K filed with the SEC on October 6, 2020).

Indemnification Agreement, dated October 1, 2020, between the Registrant and Sanjay Patel (incorporated by reference to Exhibit 10.6 to the Company’s current report on Form 8 K filed with the SEC on October 6, 2020).

Indemnification Agreement, dated October 1, 2020, between the Registrant and Mitch Garber (incorporated by reference to Exhibit 10.9 to the Company’s current report on Form 8 K filed with the SEC on October 6, 2020).

Indemnification Agreement, dated October 1, 2020, between the Registrant and James H.

Simmons III (incorporated by reference to Exhibit 10.10 to the Company’s current report on Form 8-K filed with the SEC on October 6, 2020).

Simmons III (incorporated by reference to Exhibit 10.10 to the Company’s current report on Form 8 K filed with the SEC on October 6, 2020).

Administrative Services Agreement, dated October 1, 2020, between the Company and APSG Sponsor, L.P.

(incorporated by reference to the Exhibit 10.11 to the Company’s current report on Form 8-K filed with the SEC on October 6, 2020).

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

Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer pursuant to 18 U.S.C.

(incorporated by reference to the Exhibit 10.11 to the Company’s current report on Form 8 K filed with the SEC on October 6, 2020).

Promissory Note, dated October 20, 2020, by and between Apollo Strategic Growth Capital as the maker and APSG Sponsor L.P.

as the payee (incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K filed with the SEC on November 29, 2021).

Promissory Note, dated February 22, 2021, by and between the Company as the maker and the Sponsor as the payee (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 21, 2021).

Promissory Note, dated June 18, 2021, by and between the Company as the maker and the Sponsor as the payee (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 21, 2021).

Promissory Note, dated September 14, 2021, by and between the Company as the maker and the Sponsor as the payee (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q/A filed with the SEC on November 29, 2021).

Form of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2021).

Sponsor Support Agreement, dated as of December 2, 2021, by and among APSG Sponsor, L.P., GBT JerseyCo Limited and the other parties thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2021).

Sponsor Side Letter, dated as of December 2, 2021, by and among APSG Sponsor, L.P., Apollo Strategic Growth Capital and GBT JerseyCo Limited (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2021).

Company Holders Support Agreement, dated as of December 2, 2021, by and among Apollo Strategic Growth Capital and the parties set forth on Schedule I thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2021).

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Filed herewith

Form 10–K Summary.

Not applicable.

Pursuant to the requirements of the Section

13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this annual report to be signed

on its behalf by the undersigned, thereunto duly authorized, in New York City, New York, on the 30th day of March, 2021.

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in New York City, New York, on the 1st day of March, 2022.

APOLLO STRATEGIC GROWTH CAPITAL

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Chief Financial Officer and Secretary

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated:

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

/s/ Sanjay Patel

Chief Executive Officer and Director (Principal Executive Officer)

Chief Executive Officer and Director

(Principal Executive Officer)

March 1, 2022

/s/ James Crossen

James Crossen

Chief Financial Officer and Chief Accounting

(Principal Financial and Accounting

Chief Financial Officer and Chief Accounting Officer

(Principal Financial and Accounting Officer)

March 1, 2022

James Crossen

/s/ Scott Kleinman

Scott Kleinman

March 1, 2022

Scott Kleinman

/s/ Jennifer Fleiss

Jennifer Fleiss

March 1, 2022

Jennifer Fleiss

/s/ Mitch Garber

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INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm [PCAOB:

Report of Independent Registered Public Accounting Firm

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Statements of Operations

Statement of Changes in Shareholders’

Statement of Changes in Shareholders’ Equity (Deficit)

Statements of Cash Flows

Notes to Financial Statements

Report of Independent Registered

Public Accounting Firm

To the Shareholders and the Board of Directors

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Apollo Strategic Growth Capital

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of Apollo Strategic Growth Capital (the “Company”), as of December 31, 2020 and 2019, the related statements of operations,

changes in shareholders’

equity and cash flows for the years ended December 31, 2020 and 2019, and

the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations

and its cash flows for the years ended December 31, 2020 and 2019, in conformity with accounting principles generally accepted in the

United States of America.

We have audited the accompanying balance sheets of Apollo Strategic Growth Capital (the “Company”) as of December 31, 2021 and 2020, and the related statements of operations, changes in shareholders’ equity (deficit), and cash flows, for years ended December 31, 2021, 2020 and 2019, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for years ended December 31, 2021, 2020 and 2019 in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2022, expressed an adverse opinion on the Company’s internal control over financial reporting because of a material weakness.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if the Company is unable to complete a business combination by October 6, 2022 then the Company will cease all operations except for the purpose of liquidating.

The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company's financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about

whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required

to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are

required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

The Company’s management is responsible for these financial statements.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements We believe that our audits provide a reasonable basis for our opinions.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

Accounting for and Valuation of Private Placement Warrants

As described in Notes 2, 8 and 9 to the financial statements, the Company accounts for its private placement warrants based on an assessment of the instruments’ specific terms and the applicable accounting standards.

The private placement warrants are stated at fair value at each reporting period with the change in fair value recorded on the statement of operations.

The fair value of the warrants on the date of issuance were estimated using a Black-Scholes option pricing model as of December 31, 2021 which include inputs such as the Company’s stock price on date of grant, exercise price per share, the number of private placement warrants outstanding.

Assumptions used in the model are subjective and require significant judgment and include implied volatility and the risk-free interest rate.

As of December 31, 2021, 12,224,134 private placement warrants were outstanding at a fair value of $21.1 million and resulting in $2.36 million of loss related to the change in fair value of the for the year ended December 31, 2021.

As previously disclosed by management, the Company has restated the financial statements as of and for the year ended December 31, 2020 to account for the private placement warrants as liabilities on its balance sheets.

The principal considerations for our determination that performing procedures relating to the accounting for and valuation of the private placement warrants are a critical audit matter are (i) the significant judgment by management when determining the accounting for and valuation;

(ii) the high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the accounting for the private placement warrants and management’s significant assumption related to implied volatility;

(iii) the audit effort involved the use of professionals with specialized skill and knowledge;

and (iv) as disclosed by management, a material weakness related to the evaluation of complex financial instruments existed as of December 31, 2021.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures included, among others, reading the agreements, evaluating the accounting for the private placement warrants, testing the internal controls over management’s process for determining the fair value estimates.

Testing management’s process included (i) evaluating the internal controls and methodology used by management to determine the fair value of the private placement warrants;

(ii) testing the mathematical accuracy of management’s model;

(iii) evaluating the reasonableness of management’s significant assumption related to implied volatility and probability of executing a successful business combination;

and (iv) testing the completeness and accuracy of the underlying data used.

Professionals with specialized skill and knowledge were used to assist in (i) evaluating management’s accounting for the private placement warrants;

(ii) evaluating the methodology to determine the fair value;

(iii) testing the mathematical accuracy of the models;

and (iv) evaluating the reasonableness of the significant assumption related to implied volatility and probability of executing a successful business combination by considering consistency with external market data.

/s/ WithumSmith+Brown, PC

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March 1, 2022

PCAOB ID Number 100

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Apollo Strategic Growth Capital

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Apollo Strategic Growth Capital (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements as of and for the year ended December 31, 2021, of the Company and our report dated March 1, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

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 the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment:

interpretation and accounting for complex financial instruments.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements as of and for the year ended December 31, 2021, of the Company, and this report does not affect our report on such financial statements.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2020.

New York, New York

March 1, 2022

PCAOB ID Number 100

Apollo Strategic Growth Capital

(formerly known as APH III (Sub I), Ltd.)

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Total current assets

Investment held in Trust Account

$ 818,368,660

LIABILITIES AND SHAREHOLDERS’

Investments held in Trust Account

LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

Current liabilities:

Accounts payable and accrued expenses

Accounts payable and accrued offering costs

Advances from related party

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Total current liabilities

Deferred underwriting commissions

Derivative warrant liabilities

Deferred underwriting compensation

Total liabilities

Commitments and contingencies

Commitments and contingencies (Note 7)

Class A ordinary shares subject to possible redemption;

78,252,362 and 0 shares at December 31, 2020 and 2019, respectively (at approximately $10.00 per share)

Shareholders’

81,681,000 shares (at $ 10.00 per share) as of December 31, 2021 and 2020

Shareholders’ deficit:

Preferred shares, $ 0.00005 par value;

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none issued and outstanding

Class A ordinary shares, $0.00005 par value, 300,000,000 shares authorized, 3,428,638 and 0 shares issued and outstanding (excluding 78,252,362 and 0 shares subject to possible redemption) at December 31, 2020 and 2019, respectively

Class B ordinary shares, $0.00005 par value, 60,000,000 shares authorized, 20,420,250 shares issued and outstanding at December 31, 2020 and 2019

Class A ordinary shares, $ 0.00005 par value, 300,000,000 shares authorized, none issued and outstanding

Class B ordinary shares, $ 0.00005 par value, 60,000,000 shares authorized, 20,420,250 shares issued and outstanding as of December 31, 2021 and 2020

Additional paid-in capital

Accumulated deficit

Total shareholders’

Total Liabilities and Shareholders’

( 97,729,812 )

( 103,929,702 )

Total shareholders’ deficit

( 97,728,791 )

( 103,928,681 )

Total liabilities and shareholders’ deficit

See accompanying notes to financial statements

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For the Year Ended

Administrative fee –

related party

General and administrative expenses

Administrative fee – related party

General and administrative

TOTAL EXPENSES

Interest expense

OTHER INCOME (EXPENSES)

Investment income from Trust Account

TOTAL OTHER INCOME

Weighted average shares outstanding of Class A ordinary shares

Basic and diluted net income per share, Class A

Weighted average shares outstanding of Class B ordinary share

Basic and diluted net loss per share, Class B

Interest expense

Transaction costs allocable to warrant liability

( 2,344,508 )

Change in fair value of derivative warrant liabilities

( 16,889,088 )

TOTAL OTHER INCOME (EXPENSES)

( 19,058,477 )

Net income (loss)

( 19,641,760 )

Weighted average number of Class A ordinary shares outstanding, basic and diluted

Basic and diluted net income (loss) per Class A ordinary share

Weighted average number of Class B ordinary shares outstanding, basic and diluted

Basic and diluted net income (loss) per Class B ordinary share

See accompanying notes to financial statements

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(formerly known as APH III (Sub I), Ltd.)

STATEMENTS OF CHANGES

IN SHAREHOLDERS’

Class A Ordinary Shares

Class B Ordinary Shares

Additional Paid-in

Stockholders’

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

Ordinary Shares

Shareholders’

Balances as of January 1, 2019

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Balance as of December 31, 2019

Sale of Units in Public Offering

Underwriters’

discount and offering costs

Excess of proceeds received over fair value of private warrant liabilities

Forfeiture of Class B ordinary shares by Sponsor

( 1,142,250 )

Accretion of Class A ordinary shares subject to possible redemption amount

( 84,257,894 )

Sale of Private Placement Warrants to Sponsor

Class A ordinary stock shares subject to possible redemption

( 84,617,734 )

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Balance as of December 31, 2020

( 103,929,702 )

( 103,928,681 )

Balance as of December 31, 2021

( 97,729,812 )

( 97,728,791 )

See accompanying notes to financial statements

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STATEMENTS OF CASH FLOWS

For the Year Ended

Cash Flows From Operating Activities:

Adjustments to reconcile net loss to net

cash used in operating activities:

Investment income earned on investment held in Trust Account

Net income (loss)

( 19,641,760 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Formation and organization costs paid by related parties

Investment income earned on investment held in Trust Account

Costs associated with warrant liabilities

Change in fair value of derivative warrant liabilities

( 18,698,777 )

Changes in operating assets and liabilities:

Prepaid expenses

( 1,123,401 )

Accounts payable and accrued expenses

Advances from Related Parties

Net Cash Used In Operating Activities

( 4,024,828 )

( 2,441,248 )

Cash Flows From Investing Activities:

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Proceeds from Sponsor note

Repayment of advances from Sponsor

Net Cash Provided By Financing Activities

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Supplemental disclosure of non-cash financing activities:

Deferred underwriters’

commissions charged to additional paid-in capital in connection with the Public Offering

Change in value of Class A ordinary shares subject to possible redemption

$ 782,523,620

Operating costs paid by related party which were charged to additional paid-in capital

Accrued offering costs which were charged to additional paid-in capital

Deferred underwriters’ commissions charged to temporary equity in connection with the Public Offering

Deferred offering costs paid by related party

Accrued offering costs which were charged to temporary equity

See accompanying notes to financial statements

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(formerly known as APH III (Sub I), Ltd.)

to Financial Statements

Description of Organization and Business

Organization and General

Apollo Strategic Growth

Capital (formerly known as APH III (Sub I), Ltd.) (the “

Company ”, “

we ”, “

our ”) was initially incorporated in the Cayman Islands on October 10, 2008 under the name of APH III

(Sub I), Ltd.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization or similar business combination with one or more businesses (the “

Initial Business Combination ”).

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as

amended (the “

Securities Act ”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “

Act ”).

NOTES TO FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Organizational and General

Apollo Strategic Growth Capital (formerly known as APH III (Sub I), Ltd.) (the “ Company ”) was initially incorporated in Cayman Islands on October 10, 2008 under the name of APH III (Sub I), Ltd.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “ Initial Business Combination ”).

On August 6, 2020, the Company formally changed its name to Apollo Strategic Growth Capital.

has selected December 31 st as its fiscal year end.

At December 31, 2020,

the Company had not commenced any operations.

All activity for the period from January 1, 2019 through December 31, 2020 relates

to the Company’s formation and the initial public offering (the “

Public Offering ”) described below.

Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest.

Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived

from the Public Offering.

At December 31, 2021, the Company had not commenced any operations.

All activity for the period from October 10, 2008 through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Public Offering”) described below and search for a target company.

The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Public Offering.

The Company has selected December 31st as its fiscal year end.

Sponsor and Public Offering

On October 6, 2020,

the Company consummated the Public Offering of 75,000,000 Units, $0.00005 par value at a price of $10 per unit (the “Units”

generating gross proceeds of $750,000,000 which is described in Note 3.

APSG Sponsor, L.P.

a Cayman Islands limited partnership (the “

Sponsor ”),

purchased an aggregate of 11,333,334 Warrants (“

Private Placement Warrants ”) at a purchase price of $1.50 per

warrant, or approximately $17,000,000 in the aggregate, in a private placement simultaneously with the closing of the Public Offering.

Upon the closing of the Public Offering and the private placement on October 6, 2020, $750,000,000 was placed in a trust account

Trust Account ”) (discussed below).

Transaction costs amounted to $43,541,714 consisting of $15,000,000

of underwriting fees, $26,250,000 of deferred underwriting fees payable (which are held in Trust Account with Continental Stock

Transfer and Trust Company acting as trustee) and $2,291,714 of Public Offering costs.

These costs were charged to additional paid-in

capital upon completion of the Public Offering.

As described in Note 3, the $26,250,000 deferred underwriting fee payable is contingent

upon the consummation of an Initial Business Combination by October 6, 2022.

On November 10, 2020,

the Company consummated the closing of the sale of 6,681,000 additional Units at a price of $10 per unit upon receiving notice

of the underwriters’

election to partially exercise their overallotment option ( “Overallotment Units”

generating additional gross proceeds of $66,810,000 and incurred additional offering costs of $3,674,550 in underwriting fees.

Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 890,800 Private

Placement Warrants to the Sponsor , generating gross proceeds of

Of the additional $3,674,550 in underwriting fees, $2,338,350 is deferred until the completion of the Company’s

Initial Business Combination.

As a result of the underwriters' election to partially exercise their

overallotment option, 1,142,250 Founder Shares were forfeited.

The Company intends to

finance its Initial Business Combination with proceeds from the Public Offering, the Private Placement, debt or a combination of

the foregoing.

On October 6, 2020, the Company consummated the Public Offering of 75,000,000 units, $ 0.00005 par value at a price of $ 10.00 per unit (the “ Units ”) generating gross proceeds of $ 750,000,000 which is described in Note 4.

APSG Sponsor, L.P., a Cayman Islands limited partnership (the “ Sponsor ”), purchased an aggregate of 11,333,334 private placement warrants (“ Private Placement Warrants ”) at a purchase price of $ 1.50 per warrant, or approximately $ 17,000,000 in the aggregate, in a private placement simultaneously with the closing of the Public Offering.

Upon the closing of the Public Offering and the private placement on October 6, 2020, $ 750,000,000 was placed in a trust account (the “ Trust Account ”) (discussed below).

Transaction costs amounted to $ 41,389,428 consisting of $ 15,000,000 of underwriting fees, $ 26,250,000 of deferred underwriting fees payable (which are held in Trust Account with Continental Stock Transfer and Trust Company acting as trustee) and $ 139,428 of Public Offering costs.

These costs were charged to temporary equity upon completion of the Public Offering.

As described in Note 4, the $ 26,250,000 deferred underwriting fee payable is contingent upon the consummation of an Initial Business Combination by October 6, 2022 (or by January 6, 2023 if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Initial Business Combination by October 6, 2022) (the “ Completion Window ”).

In addition, $ 2,344,508 of costs were allocated to the Public Warrants and Private Placement Warrants and were included in the statement of operations as a component of other income/(expense).

On November 10, 2020, the Company consummated the closing of the sale of 6,681,000 additional Units at a price of $ 10 per unit upon receiving notice of the underwriters’ election to partially exercise their overallotment option (“ Overallotment Units ”), generating additional gross proceeds of $ 66,810,000 and incurred additional offering costs of $ 3,674,550 in underwriting fees.

Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 890,800 Private Placement Warrants to the Sponsor, generating gross proceeds of $ 1,336,200 .

Of the additional $ 3,674,550 in underwriting fees, $ 2,338,350 is deferred until the completion of the Company’s Initial Business Combination.

As a result of the underwriters' election to partially exercise their overallotment option, 1,142,250 Founder Shares were forfeited.

The Company intends to finance its Initial Business Combination with proceeds from the Public Offering, the Private Placement, debt or a combination of the foregoing.

Trust Account

The proceeds held in the

Trust Account are invested only in U.S.

government securities with a maturity of one hundred eighty (180) days or less or in money

market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest

only in direct U.S.

The proceeds held in the Trust Account are invested only in U.S.

government securities with a maturity of one hundred eighty ( 180 ) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S.

government treasury obligations, as determined by the Company.

Funds will remain in the Trust Account until

the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account

proceeds as described below.

The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting

due diligence on prospective acquisitions and continuing general and administrative expenses.

The Company’s amended

and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay its tax obligations

Permitted Withdrawals ”), and up to $100,000 of interest to pay dissolution expenses none of the funds

held in the Trust Account will be released until the earliest of:

Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below.

The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

At December 31, 2021, the proceeds of the Public Offering were held in U.S.

government securities, as specified above.

The Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay its tax obligations (the “ Permitted Withdrawals ”), and up to $ 100,000 of interest to pay dissolution expenses none of the funds held in the Trust Account will be released until the earliest of:

(i) the completion of the Initial Business Combination;

(ii) the redemption of any Class A ordinary shares included in the Units (the “

Public Shares ”) sold

in the Public Offering that have been properly tendered in connection with a shareholder vote to amend the Company’s amended

and restated memorandum and articles of association to affect the substance or timing of its obligation to redeem 100% of such

Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of the Public Offering,

or 27 months from the closing of the Public Offering if the Company has executed a letter of intent, agreement in principle or

definitive agreement for an initial business combination within 24 months from the closing of the Public Offering but have not

completed the initial business combination within such 24-month period (the “

Completion Window ”);

redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Completion

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any,

which could have priority over the claims of the Company’s public shareholders.

(ii) the redemption of any Class A ordinary shares included in the Units (the “ Public Shares ”) sold in the Public Offering that have been properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to affect the substance or timing of its obligation to redeem 100 % of such Public Shares if it has not consummated an Initial Business Combination within the Completion Window, or (iii) the redemption of 100 % of the Public Shares if the Company is unable to complete an Initial Business Combination within the Completion Window.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

Initial Business Combination

The Company’s management

has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially

all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination.

The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least

80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on

interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination.

there is no assurance that the Company will be able to successfully effect an Initial Business Combination.

The Company, after signing

a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business

Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares,

regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the

aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination,

including interest not previously released to the Company to pay its franchise and income taxes, or (ii) provide shareholders

with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder

vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business

days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to

pay its franchise and income taxes.

The decision as to whether the Company will seek shareholder approval of the Initial Business

Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its

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 the Company to seek shareholder approval, unless a vote is required by law or under NYSE rules.

Company seeks shareholder approval, it will complete its Initial Business Combination only if a majority of the outstanding ordinary

shares voted are voted in favor of the Initial Business Combination.

However, in no event will the Company redeem its Public Shares

in an amount that would cause its net tangible assets to be less than $5,000,001.

In such case, the Company would not proceed with

the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial

Business Combination.

If the Company holds a

shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a shareholder will have

the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate

amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including

interest not previously released to make Permitted Withdrawals.

As a result, such Public Shares are recorded at redemption amount

and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards

Board (“

FASB ”) Accounting Standards Codification (“

ASC ”) 480, “

Distinguishing Liabilities

from Equity .”

Pursuant to the Company’s

amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination

within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as

promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 the Company to make Permitted Withdrawals

(less up to $100,000 of such net interest to pay dissolution expenses and net of taxes payable), 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 the Company’s remaining shareholders and the Company’s

board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to

provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the Company’s officers and

directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating

distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to

complete the Initial Business Combination within the Completion Window.

However, if the Sponsor or any of the Company’s directors,

officers or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to liquidating

distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination

within the prescribed time period.

In the event of a liquidation,

dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to

share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made

for each class of ordinary share, if any, having preference over the ordinary shares.

The Company’s shareholders have no

preemptive or other subscription rights.

There are no sinking fund provisions applicable to the ordinary shares, except that the

Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share

of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject

to the limitations described herein.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial

statements of the Company are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United

States of America (“

GAAP ”) and pursuant to the rules and regulations of the Securities and Exchange Commission

SEC ”).

Emerging Growth Company

The Company is an “emerging

growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended (the “

Act ”), as modified by the Jumpstart our Business Startups Act of 2012 (the “

JOBS Act ”), and it may

take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are

not emerging growth companies including, but not limited to, not being required to comply with the independent registered public

accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of

the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Securities Exchange Act of 1934, as amended (“

Exchange Act ”)

are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to

opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any

such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means

that when a standard is issued or revised and it has different application dates for public or private companies, the Company,

as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth

company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination.

The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80 % of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination.

Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination.

The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals.

The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its 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 the Company to seek shareholder approval, unless a vote is required by law or under New York Stock Exchange (“ NYSE ”) rules.

If the Company seeks shareholder approval, it will complete its Initial Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Initial Business Combination.

In the event that the redemption of the Company’s Public Shares would cause its net tangible assets to be less than $ 5,000,001 , the Company would not proceed with the redemption of its Public Shares.

If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a shareholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to make Permitted Withdrawals.

As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”

Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 the Company to make Permitted Withdrawals (less up to $ 100,000 of such net interest to pay dissolution expenses and net of taxes payable), 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 the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Completion Window.

However, if the Sponsor or any of the Company’s directors, officers or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of ordinary share, if any, having preference over the ordinary shares.

The Company’s shareholders have no preemptive or other subscription rights.

There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.

Going Concern Considerations, Liquidity and Capital Resources

As of December 31, 2020,

we had investments held in the Trust Account of $816,985,533 consisting of cash and U.S.

As of December 31, 2021, we had investments held in the Trust Account of $ 817,356,537 principally invested in U.S.

government securities.

Interest income

on the balance in the Trust Account may be used by us to pay taxes, and to pay up to $100,000 of any dissolution expenses.

The Company does not have

sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update

(“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”

management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital

needs of the Company until a potential business combination or one year from the date of issuance of these financial statements.

The Company intends to

use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account,

excluding the deferred underwriting commissions, to complete its Initial Business Combination.

To the extent that capital stock

or debt is used, in whole or in part, as consideration to complete the Initial Business Combination, the remaining proceeds held

in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other

acquisitions and pursue growth strategies.

If an initial business combination agreement requires the Company to use a portion of

the cash in the Trust Account to pay the purchase price, or requires the Company to have a minimum amount of cash at closing, the

Company will need to reserve a portion of the cash in the Trust Account to meet such requirements, or arrange for third-party financing.

The Company has until

October 6, 2022 to complete an Initial Business Combination.

If the Company is unable to complete an Initial Business Combination

by October 22, 2022, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly

as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefore,

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 trust account deposits (which interest shall be net of taxes payable and less up

to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely

extinguish the public shareholders’

rights as shareholders (including the right to receive further liquidation distributions,

if any), subject to applicable law;

and (iii) as promptly as reasonably possible following such redemption, subject to the

approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject

in each case to the Company’s obligations under Cayman Islands’

law to provide for claims of creditors and the requirements

of other applicable law.

The underwriters have

agreed to waive their rights to their deferred underwriting commissions held in the trust account in the event the Company does

not complete an Initial Business Combination by October 6, 2022 and, in such event, such amounts will be included with the

funds held in the trust account that will be available to fund the redemption of the public shares.

On October 20, 2020, the Sponsor executed

a promissory note (the “

October Note ”) with a principal amount of $1,500,000.

The October Note bears

interest at a rate of 0.14% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the

On October 20, 2020, the Company borrowed $1,500,000 pursuant to the October Note.

On February 22, 2021, the Sponsor executed

a promissory note (the “

February Note ”) with a principal amount of $800,000.

The February Note bears interest

at a rate of 0.12% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company.

On February 22, 2021, the Company borrowed $800,000 pursuant to the February Note.

Interest income on the balance in the Trust Account may be used by us to pay taxes, and to pay up to $ 100,000 of any dissolution expenses.

As of December 31, 2021, the Company does not have sufficient liquidity to meet our future obligations.

As of December 31, 2021, the Company had a working capital deficit of approximately $ 13.7 million, current liabilities of $ 14.4 million and had cash of approximately $ 161,000 .

The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU ”) 2014-15, “ Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern ,” management has determined that if the Company is unsuccessful in consummating an Initial Business Combination, the mandatory liquidation and subsequent dissolution raises substantial doubt about the ability to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until a potential business combination or up to the mandatory liquidation as stipulated in the Company’s amended and restated memorandum of association.

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“ GAAP ”), which contemplate continuation of the Company as a going concern.

The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete its Initial Business Combination.

To the extent that capital stock or debt is used, in whole or in part, as consideration to complete the Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies.

If an Initial Business Combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing.

The Company is required to complete an Initial Business Combination within the Completion Window.

If the Company is unable to complete an Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefore, 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 trust account deposits (which interest shall be net of taxes payable and less up to $ 100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law;

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the Trust Account in the event the Company does not complete an Initial Business Combination within the Completion Window and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of the public shares.

Recent Developments

GBT Business Combination

On December 2, 2021, we entered into a Business Combination Agreement (the “ Business Combination Agreement ”) with GBT JerseyCo Limited (“ GBT ”), a company limited by shares incorporated under the laws of Jersey, 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.” (“ PubCo ”) and conducting its business through GBT in an umbrella partnership-C corporation structure (an “ Up-C structure ”).

Pursuant to, and in accordance with the terms, and subject to the conditions, of the Business Combination Agreement, we will change our jurisdiction of incorporation from the Cayman Islands to the State of Delaware by effecting a deregistration under the Cayman Islands Companies Act (2021 Revision), as amended, and a domestication under Section 388 of the General Corporation Law of the State of Delaware, as amended.

Pursuant to the Business Combination Agreement and on the terms and subject to the conditions thereof, the holders of GBT Ordinary Shares, GBT Preferred Shares, GBT Profit Shares, GBT MIP Shares and certain legacy GBT MIP Options will also receive an aggregate of 15,000,000 “earnout” shares in the form of equity interests of GBT following the Closing.

PIPE Subscription Agreements

On December 2, 2021, concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “ PIPE Subscription Agreements ”) with certain strategic and institutional investors, including the Sponsor (collectively, the “ PIPE Investors ”), pursuant to which the PIPE Investors agreed to subscribe, immediately prior to the Closing, an aggregate of 33,500,000 shares of Domesticated Acquiror Class A Common Stock at a cash purchase price of $ 10.00 per share for an aggregate purchase price equal to $ 335 million (the “ PIPE Investment ”).

Of the 33,500,000 shares of Domesticated Acquiror Class A Common Stock to be issued pursuant to the PIPE Subscription Agreements, the Sponsor has agreed to purchase 2,000,000 shares of Domesticated Acquiror Class A Common Stock on the same terms and conditions as the other PIPE Investors at a price of $ 10.00 per share.

Acquiror Class B Common Stock Subscription Agreement

In connection with the Business Combination Agreement, PubCo and GBT will enter into a subscription agreement (the “ Acquiror Class B Common Stock Subscription Agreement ”) pursuant to which PubCo will issue and sell to GBT, and GBT will subscribe for and purchase from PubCo, shares of Domesticated Acquiror Class B Common Stock (the “ GBT Subscription ”) in exchange for the amount which equals the product of (a) $ 0.0001 per share and (b) the aggregate number of shares of Domesticated Acquiror Class B Common Stock to be subscribed for by GBT (the “ Acquiror Class B Common Stock Purchase Price ”).

Acquiror Subscribed Ordinary Shares Subscription Agreement

In connection with the Business Combination Agreement, GBT and PubCo will enter into a subscription agreement (the “ Acquiror Subscribed Ordinary Shares Subscription Agreement ”) pursuant to which GBT will issue and sell to PubCo, and PubCo will subscribe for and purchase from GBT, OpCo A Ordinary Shares and one OpCo Z Ordinary Share in exchange for the Acquiror Subscribed Ordinary Shares Purchase Price.

Acquiror Class B Common Stock Distribution Agreement

In connection with the Business Combination Agreement, GBT and the Continuing JerseyCo Owners will enter into a distribution agreement (the “ Acquiror Class B Common Stock Distribution Agreement ”) pursuant to which, following the GBT Subscription, GBT will distribute to the Continuing JerseyCo Owners, and each Continuing JerseyCo Owner will accept from GBT, the shares of Domesticated Acquiror Class B Common Stock that GBT acquired in connection with the GBT Subscription, in partial consideration for the redemption and cancellation of the GBT Ordinary Shares held by the Continuing JerseyCo Owners.

Sponsor Support Agreement

In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, members of our board of directors and management (the “ Insiders ”) and GBT entered into a support agreement (the “ Sponsor Support Agreement ”).

Pursuant to the Sponsor Support Agreement, the Sponsor and each Insider agreed to, among other things, vote or cause to be voted, all of the Acquiror Cayman Shares beneficially owned by it, at the Special Meeting:

(i) in favor of all the Shareholder Proposals, (ii) against any competing transaction, (iii) against any change in the business, our management or board of directors that would reasonably be expected to adversely affect our ability to consummate the Transactions or is otherwise inconsistent with any of our obligations under the Business Combination Agreement, and (iv) against any other proposal, agreement or action that would reasonably be expected to (a) impede, frustrate, prevent or nullify, or materially delay or materially impair our ability to perform our obligations under, any provision of the Business Combination Agreement or the transaction documents, (b) result in any of the conditions to Closing not being satisfied or (c) result in our breach of any covenant, representation or warranty or other obligation or agreement under the Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor or the Insiders contained in the Sponsor Support Agreement.

The Sponsor and each Insider also agreed not to redeem any of the Acquiror Cayman Shares beneficially owned by them in connection with the Transactions or sell any of their Acquiror Cayman Shares, Acquiror Cayman Units or Acquiror Cayman Warrants (other than to certain permitted transferees) during the pre-Closing period.

Further, the Sponsor and each Insider have agreed to comply with certain provisions of the Business Combination Agreement, including the provisions regarding non-solicitation, confidentiality and publicity, as if they were APSG with respect to such provisions, and to execute and deliver all documents and take all actions reasonably necessary by them for us to comply with its obligations relating to regulatory approvals in the Business Combination Agreement.

Sponsor Side Letter

In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, APSG and GBT entered into a letter agreement (the “ Sponsor Side Letter ”).

Pursuant to the Sponsor Side Letter, the Sponsor and each Insider has agreed not to transfer (other than to certain permitted transferees), subject to certain transfer restrictions (i) any shares of Domesticated Acquiror Class A Common Stock issued to each of them at the Closing, and (ii) any of the Domesticated Acquiror Warrants (or any shares of Domesticated Acquiror Class A Common Stock issued or issuable upon exercise of the Domesticated Acquiror Warrants) issued to each of them at the Closing until 30 days after the Closing.

In addition, pursuant to the Sponsor Side Letter, the Sponsor has agreed that 13,631,318 of the shares of Domesticated Acquiror Class A Common Stock issued to the Sponsor at the Closing (the “ Sponsor Shares ”) will immediately vest without restrictions and 6,713,932 of the Sponsor Shares will be deemed unvested subject to certain triggering events to occur within five years from Closing.

Company Holders Support Agreement

In connection with the Business Combination Agreement, on December 2, 2021, the Continuing JerseyCo Owners and GBT entered into a support agreement (the “ Company Holders Support Agreement ”).

Pursuant to the Company Holders Support Agreement, each of the Continuing JerseyCo Owners agreed to, among other things, during the pre-Closing period, execute, deliver or otherwise grant any action by written consent, special resolution or other approval, or vote or cause to be voted at any meeting of shareholders of GBT:

(i) in favor of any such consent, resolution or other approval, as may be required under the organizational documents of GBT or applicable law or otherwise sought with respect to the Business Combination Agreement or the Transactions and (ii) against any competing transaction and any other proposal, agreement or action that would reasonably be expected to (a) prevent or nullify, or materially delay or materially impair the ability of GBT to perform its obligations under, any provision of the Business Combination Agreement or the transaction documents, (b) result in any of the conditions to Closing not being satisfied or (c) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Continuing JerseyCo Owners contained in the Company Holders Support Agreement.

Each of the Continuing JerseyCo Owners also agreed not to sell any of its GBT Ordinary Shares, GBT Preferred Shares or GBT Profit Shares (other than to certain permitted transferees) during the pre-Closing period.

Further, each Continuing JerseyCo Owner has agreed to comply with certain provisions of the Business Combination Agreement, including the provisions regarding non-solicitation and publicity, as if they were GBT with respect to such provisions, and to execute and deliver on the date of Closing, the Shareholders Agreement, the Acquiror Class B Common Stock Distribution Agreement, the Exchange Agreement (as defined below) and the Amended and Restated Registration Rights Agreement (as defined below).

Additionally, each Continuing JerseyCo Owner has agreed not to transfer, until the 180th day following the Closing (the “ UW Lock-Up Release Date ”), any equity securities of PubCo or GBT (subject to certain permitted exceptions);

provided, that if the final determination of the Post-Closing Equity Adjustment has not occurred prior to the expiration of the UW Lock-Up Release Date, then each Continuing JerseyCo Owner agrees to retain and not transfer at least 5 % of each class of securities of each of PubCo and GBT (subject to certain permitted exceptions) that it receives in connection with the Closing, from the UW Lock-Up Release Date until the completion of the implementation of the adjustments set forth in the Business Combination Agreement in connection with the Post-Closing Equity Adjustment.

Amex Holdco and its affiliates have also agreed to use their reasonable best efforts to enter into definitive agreements with GBT in respect of certain commercial arrangements.

Amended and Restated Registration Rights Agreement

At the Closing, PubCo, the Sponsor, the Insiders and the Continuing JerseyCo Owners (collectively, the “ Holders ”) will enter into an amended and restated registration rights agreement pursuant to which, among other things, PubCo will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Domesticated Acquiror Class A Common Stock and other equity securities of PubCo that are held by the Holders from time to time (the “ Amended and Restated Registration Rights Agreement ”).

Pursuant to the Amended and Restated Registration Rights Agreement, PubCo will be required to submit or file with the SEC, within (i) 30 calendar days after the Closing, or (ii) 90 calendar days following PubCo’s most recent fiscal year end if the audited financials for the year ended December 31, 2021 are required to be included, a Shelf covering the issuance and the resale of all such registrable securities on a delayed or continuous basis, and to use its commercially reasonable efforts to have such Shelf 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 PubCo that it will “review” the Shelf) after the filing thereof and (ii) the 10 th business day after the date PubCo is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf will not be “reviewed” or will not be subject to further review.

Exchange Agreement

At the Closing, PubCo, GBT and the Continuing JerseyCo Owners will enter into an exchange agreement (the “ Exchange Agreement ”), giving the Continuing JerseyCo Owners (or certain of their permitted transferees) the right, on the terms and subject to the conditions of the Exchange Agreement, to exchange their OpCo B Ordinary Shares (with automatic surrender for cancellation of an equal number of shares of Domesticated Acquiror Class B Common Stock) for shares of Domesticated Acquiror Class A Common Stock on a one-for-one basis, subject to customary adjustments for stock splits, dividends, reclassifications and other similar transactions or certain limited circumstances.

Shareholders Agreement

At Closing, PubCo, GBT, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and Expedia will enter into a shareholders agreement (the “ Shareholders Agreement ”).

The Shareholders Agreement will set forth certain agreements with respect to, among other matters, transfers of equity securities of PubCo and GBT, the governance of PubCo and GBT, tax distributions that GBT will make to PubCo and the Continuing JerseyCo Owners and certain information rights of the Continuing JerseyCo Owners.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements of the Company are presented in U.S.

dollars in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“ SEC ”).

Use of Estimates

The preparation of the

financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of expenses during the reporting periods.

Actual results could differ from those estimates.

The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability.

Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Financial instruments

that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which,

at times, may exceed the federal depository insurance coverage of $250,000.

The Company has not experienced losses on these accounts

and management believes the Company is not exposed to significant risks on such accounts.

Financial Instruments

The fair value of the

Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “

Fair Value Measurements

and Disclosures ,”

approximates the carrying amounts represented in the balance sheet.

Offering Costs

The Company complies with

the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“

SAB ”) Topic 5A —

of Offering.”

Offering costs of $2,291,714 consist principally of costs incurred in connection with formation and preparation

for the Public Offering.

These costs, together with the underwriter discount of $44,924,550, were charged to additional paid-in

capital upon completion of the Public Offering and exercise of the underwriters’

overallotment option.

FASB ASC 740, “Income

prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement

of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more

likely than not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman

Islands is the Company’s only major tax jurisdiction.

There were no unrecognized tax benefits as of December 31, 2020

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

amounts were accrued for the payment of interest and penalties at December 31, 2020 and 2019.

The Company is currently not

aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no

taxation imposed on income by the Government of the Cayman Islands.

In accordance with Cayman income tax regulations, income taxes

are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statements.

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 .

The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Investments Held in Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less.

The Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

Offering Costs Associated with the Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “ Expenses of Offering .” Offering costs of $ 800,877 consist principally of costs incurred in connection with formation and preparation for the Public Offering.

These costs, together with the underwriter discount of $ 44,924,550 , were charged to temporary equity upon completion of the Public Offering and exercise of the underwriters’ overallotment option.

In addition, $ 2,344,508 of costs allocated to the Public Warrants and Private Placement Warrants were included in the statement of operations as a component of other income/(expense).

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for

its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “

Distinguishing

Liabilities from Equity ”.

Ordinary shares subject to mandatory redemption are classified as a liability

instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption

rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely

within the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’

The Company’s Class A ordinary shares feature certain redemption rights that are considered by the Company to

be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, at December 31,

2020, the shares of Class A ordinary shares subject to possible redemption in the amount of $782,523,620 are presented as

temporary equity, outside of the shareholders’

equity section of the Company’s balance sheet.

At December 31, 2020,

there were no Class A ordinary shares subject to redemption.

Net Income Per Ordinary Share

Net income per ordinary

share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares

outstanding during the period, plus, to the extent dilutive, the incremental number of ordinary shares to settle warrants, as calculated

using the treasury stock method.

Weighted average shares were reduced for the effect of an aggregate of 1,142,500 ordinary shares

that were surrendered on November 15, 2020 due to the expiration of the underwriters’

over-allotment option.

10, 2020, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters' partial exercise of their over-allotment

At December 31, 2020 and 2019, the Company did not have any dilutive securities and other contracts that could,

potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company under the treasury stock

As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented.

The Company’s

statements of operations include a presentation of net income (loss) per share for ordinary shares subject to redemption in a manner

similar to the two-class method.

For the year ended December 31, 2020, net loss per ordinary share, basic and diluted for Class A

ordinary shares is calculated by dividing the interest income earned on the Trust Account of $175,533 by the weighted average number

of Class A ordinary shares outstanding for the period.

For the year ended December 31, 2019, the Company did not have any

Class A ordinary shares outstanding.

For the years ended December 31, 2020 and 2019, net loss per ordinary share, basic and diluted

for Class B ordinary shares is calculated by dividing the net loss of $408,164 and $1,853, respectively, less income of $175,533

and $0, respectively, attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares

outstanding for the periods.

Recent Accounting Pronouncements

The Company’s management

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

material effect on the Company’s financial statements.

Public Offering

On October 6, 2020,

the Company sold 75,000,000 units at a price of $10.00 per unit (the “

Units ”), generating gross proceeds of

$750,000,000, and incurring offering costs of $43,541,714, inclusive of $26,250,000 in deferred underwriting commissions.

10, 2020, the Company consummated the sale of 6,681,000 additional Class A ordinary shares upon receiving notice of the underwriters’

election to partially exercise their overallotment option, generating additional gross proceeds of $66,810,000 and incurred additional

offering costs of $3,674,550 in underwriting fees.

Each Unit consists of

one share of the Company’s Class A ordinary shares, $0.00005 par value, and one-third of one warrant (each, a “

Warrant ”

and, collectively, the “

Warrants ”).

Each whole Warrant entitles the holder to purchase one Class A ordinary

share at a price of $11.50 per share.

No fractional shares will be issued upon separation of the Units and only whole Warrants

The Warrants sold as part of the Units (the “

Public Warrants ”) will become exercisable on the later

of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Public

provided in each case that the Company has an effective registration statement under the Securities Act covering the

ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company

permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under

the Securities Act).

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the

closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement

for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the Public Warrants.

will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement,

and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the

warrant agreement.

Notwithstanding the foregoing, if the Company’s ordinary shares are at the time of any exercise of a warrant

not listed on a national securities exchange such that it satisfies the definition of a “covered security”

Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company

will not be required to file or maintain in effect a registration statement.

The Public Warrants will expire five years after the

completion of an Initial Business Combination or earlier upon the Company’s redemption or liquidation.

The Company paid an underwriting

discount of 2.0% of the per Unit offering price, or $15,000,000 in the aggregate, to the underwriters at the closing of the Public

Offering, with an additional fee (the “

Deferred Discount ”) of 3.5% of the gross offering proceeds, or $28,588,350,

payable upon the Company’s completion of an Initial Business Combination.

The Deferred Discount will become payable to the

underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination.

Related Party Transactions

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “ Distinguishing Liabilities from Equity .” Class A ordinary shares subject to mandatory redemption are classified as liability instruments and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, at December 31, 2021 and 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

Effective with the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

At December 31, 2021 and 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:

Gross proceeds

Proceeds allocated to Public Warrants

( 39,745,978 )

Class A ordinary shares issuance costs

( 44,871,756 )

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption

ASC 740, “ Income Taxes ,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

There were no unrecognized tax benefits as of December 31, 2021, 2020 and 2019.

Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands.

In accordance with Cayman income tax regulations, income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statements.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.

The Company applies the two-class method in calculating earnings per share and allocates income/loss on a pro rata basis.

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events.

As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the years ended December 31, 2021 and 2020.

The Company did not have any Class A ordinary shares outstanding as of December 31, 2019:

December 31, 2021

December 31, 2020

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss), as adjusted

( 9,780,661 )

( 9,861,099 )

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per ordinary share

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging .” The Company’s derivative instruments are recorded at fair value as of the Public Offering (October 6, 2020) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Company has determined the Warrants are a derivative instrument.

As the Warrants meet the definition of a derivative the Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “ Fair Value Measurement ,” with changes in fair value recognized in the statement of operations in the period of change.

Warrant Instruments

The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging ,” whereby under that provision the Warrants do not meet the criteria for equity treatment and must be recorded as a liability.

Accordingly, the Company classifies the Warrants as a liability at fair value and adjust the instrument to fair value at each reporting period.

This liability will be re-measured at each balance sheet date until the Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations.

Upon consummation of the Public Offering, the fair value of Warrants were estimated using a Monte Carlo simulation for the Public Warrants and a modified Black-Scholes model for the Private Placement Warrants.

The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled.

Such Warrant classification is also subject to re-evaluation at each reporting period.

As of both December 31, 2021 and 2020, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy.

As of both December 31, 2021 and 2020, the Company used a modified Black-Scholes model to value the Private Placement Warrants.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date.

US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

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

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

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

As of December 31, 2021, 2020 and 2019, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments.

The Company’s investments held in Trust Account are comprised of investments in U.S.

Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S.

treasury securities and are recognized at fair value.

Recent Accounting Standards

In August 2020, the FASB issued ASU No.

2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -Contracts in Entity's Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("

ASU 2020-06 "), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted ASU 2020-06 on January 1, 2021.

Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows.

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

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Public Offering, the Company sold 81,681,000 Units at a purchase price of $ 10.00 per Unit, including the issuance of 6,681,000 Units as a result of the underwriters’ exercise of their over-allotment option, generating gross proceeds to the Company in the amount of $ 816,810,000 .

Each Unit consists of one share of the Company’s Class A ordinary shares, par value $ 0.00005 per share (the “ Class A ordinary shares ”), and one - third of one redeemable warrant of the Company (each whole warrant, a “ Public Warrant ”), with each Public Warrant entitling the holder thereof to purchase one whole Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

NOTE 4 — PRIVATE PLACEMENT

Pursuant to the Public Offering, the Company sold an aggregate of 12,224,134 Private Placement Warrants to the Sponsor at a purchase price of $ 1.50 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $ 18,336,200 .

A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account.

If the Company does not complete an Initial Business Combination within the Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless.

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

NOTE 5 — RELATED PARTIES

Founder Shares

In October 2008,

the Company was formed by Apollo Principal Holdings III, L.P.

Holdings ”), at which point, one ordinary share

was issued in exchange for the payment of operating and formation expenses of the Company.

In August 2020, Holdings transferred

its ownership in the Company, consisting of one ordinary share, to the Sponsor for no consideration.

On August 6, 2020, the

Company completed a share split of its ordinary shares and, as a result, 28,750,000 of the Company’s Class B ordinary

shares were outstanding (the “

Founder Shares ”).

In September 2020, 25,000 Founder Shares were transferred

to each of the Company’s three independent directors at a purchase price of $0.00087 per share.

The independent directors

paid $65.25 in the aggregate for the 75,000 shares to the Sponsor.

On September 16, 2020, the Sponsor surrendered 7,187,500

ordinary shares, thereby effecting a 1.33333:1 share recapitalization, and, as a result, 21,562,500 of the Company's Founder Shares

were outstanding.

As a result of the underwriters' election to partially exercise their overallotment option, in November 2020,

the Sponsor forfeited 1,142,500 Class B ordinary shares.

All share and per share amounts are retroactively reflected in the

accompanying financial statements.

The Founder Shares are

identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares

are Class B ordinary shares which automatically convert into Class A ordinary shares at the time of the Company’s

Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below.

The holders of the Founder

Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to

(A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business

Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share

(as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the

Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s

shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Private Placement

Concurrently with the

closing of the Public Offering, the Sponsor purchased an aggregate of 11,333,334 Warrants (the “

Private Placement Warrants ”)

at a price of $1.50 per whole warrant ($17,000,000 million in the aggregate) in a private placement.

Each whole Private Placement

Warrant is exercisable for one whole share of the Company’s Class A ordinary shares at a price of $11.50 per share.

In addition, concurrently with the closing of the sale of the Over-Allotment Units, the Company consummated the private sale of

an additional 890,800 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to the Sponsor, generating

gross proceeds of $1,336,200.

A portion of the purchase price of the Private Placement Warrants was added to the proceeds from

the Public Offering held in the Trust Account.

If the Initial Business Combination is not completed within 24 months from the closing

of the Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to

fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will

expire worthless.

The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are

held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s

officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants

until 30 days after the completion of the Initial Business Combination.

In October 2008, the Company was formed by Apollo Principal Holdings III, L.P.

(“ Holdings ”), at which point, one ordinary share was issued in exchange for the payment of operating and formation expenses of the Company.

In August 2020, Holdings transferred its ownership in the Company, consisting of one ordinary share, to the Sponsor for no consideration.

On August 6, 2020, the Company completed a share split of its ordinary shares and, as a result, 28,750,000 of the Company’s Class B ordinary shares were outstanding (the “ Founder Shares ”).

In September 2020, 25,000 Founder Shares were transferred to each of the Company’s three independent directors at a purchase price of $ 0.00087 per share.

The independent directors paid $ 65.25 in the aggregate for the 75,000 shares to the Sponsor.

On September 16, 2020, the Sponsor surrendered 7,187,500 ordinary shares, thereby effecting a 1.33333 :1 share recapitalization, and, as a result, 21,562,500 of the Company's Founder Shares were outstanding.

As a result of the underwriters' election to partially exercise their overallotment option, in November 2020, the Sponsor forfeited 1,142,250 Class B ordinary shares.

All share and per share amounts are retroactively reflected in the accompanying financial statements.

The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares are Class B ordinary shares which automatically convert into Class A ordinary shares at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below.

The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Related Party Loans

On August 11, 2020,

the Sponsor agreed to loan the Company an aggregate of up to $750,000 to cover expenses related to the Public Offering pursuant

to an unsecured promissory note (the “

Note ”).

This Note bears interest at a rate of 0.17% per annum and is payable

on the earlier of March 31, 2021 or the closing date of the Public Offering.

As of December 31, 2020 and 2019, the Company

had not borrowed on the Note.

Upon the close of the Public Offering on October 6, 2020, the Note expired.

On October 20, 2020,

the Sponsor executed the October Note to loan the Company an aggregate principal amount of $1,500,000.

The October Note bears

interest at a rate of 0.14% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the

On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $ 750,000 to cover expenses related to the Public Offering pursuant to an unsecured promissory note (the “ Note ”).

This Note bears interest at a rate of 0.17 % per annum and is payable on the earlier of March 31, 2021 or the closing date of the Public Offering.

Upon the close of the Public Offering on October 6, 2020, the Note was no longer available.

On October 20, 2020, the Sponsor executed an unsecured promissory note (the “ October Note ”) to loan the Company an aggregate principal amount of $ 1,500,000 .

The October Note bears interest at a rate of 0.14 % per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company.

On October 20, 2020, the Company borrowed $ 1,500,000 pursuant to the October Note.

As of December 31, 2020,

the outstanding balance on the October Note was $1,500,000.

On February 22, 2021,

the Sponsor executed the February Note to loan the Company an aggregate principal amount of $800,000.

The February Note bears

interest at a rate of 0.12% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the

On February 22, 2021, the Company borrowed $800,000 pursuant to the February Note.

As of December 31, 2021 and 2020, the outstanding balance on the October Note was $ 1,500,000 .

As of December 31, 2021 and 2020, the outstanding interest on the October Note was $ 2,514 and $ 414 , respectively.

Up to $ 1,500,000 of the October Note may be convertible into warrants identical to the Private Placement Warrants at a price of $ 1.50 per warrant at the option of the lender.

On February 22, 2021, the Sponsor executed an unsecured promissory note (the “ February Note ”) to loan the Company an aggregate principal amount of $ 800,000 .

The February Note bears interest at a rate of 0.12 % per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company.

On February 22, 2021, the Company borrowed $ 800,000

pursuant to the February Note.

As of December 31, 2021, the outstanding balance on the February Note was $ 800,000 .

As of December 31, 2021, the outstanding interest on the February Note was $ 821 .

On June 18, 2021, the Sponsor executed an unsecured promissory note (the “ June Note ”) to loan the Company an aggregate principal amount of $ 2,000,000 .

The June Note bears interest at a rate of 0.13 % per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company.

On June 18, 2021, the Company borrowed $ 2,000,000 pursuant to the June Note.

As of December 31, 2021, the outstanding balance on the June Note was $ 2,000,000 .

As of December 31, 2021, the outstanding interest on the June Note was $ 1,375 .

On September 14, 2021, the Sponsor executed an unsecured promissory note (the “ September Note ”) to loan the Company an aggregate principal amount of $ 1,500,000 .

The September Note bears interest at a rate of 0.17 % per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company.

On September 14, 2021, the Company borrowed $ 1,500,000 pursuant to the September Note.

As of December 31, 2021, the outstanding balance on the September Note was $ 1,500,000 .

As of December 31, 2021, the outstanding interest on the September Note was $ 755 .

Advances from Related Parties

Affiliates of the Sponsor

paid certain formation, operating and offering costs on behalf of the Company.

These advances are due on demand and are non-interest

For the period from October 10, 2008 (inception) through December 31, 2020, the related parties paid $373,517 of

offering costs and other expenses on behalf of the Company.

As of December 31, 2020 and 2019, there was $373,517 and $0 due

to the related parties, respectively.

Administrative Services Agreement

Commencing on the date

the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $16,667 per month for office space,

utilities and secretarial and administrative support for up to 27 months.

Upon completion of the Initial Business Combination or

the Company’s liquidation, the Company will cease paying these monthly fees.

The Company incurred $46,669 for such expenses

under the administrative services agreement for the year ended December 31, 2020.

Commitments and Contingencies

Affiliates of the Sponsor paid certain formation, operating and offering costs on behalf of the Company.

These advances are due on demand and are non-interest bearing.

As of December 31, 2021, 2020 and 2019, there was $ 2,040,211 , $ 373,517 and $ 0 due to the related parties, respectively.

Administrative Service Fee

Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $ 16,667 per month for office space, utilities and secretarial and administrative support for up to 27 months .

Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

The Company incurred and paid $ 200,650 , $ 46,669 and $ 0 for such expenses under the administrative services agreement for the years ended December 31, 2021, 2020 and 2019, respectively.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

The holders of the Founder

Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A

ordinary shares issuable upon the exercise of the Private Placement Warrants and Warrants that may be issued upon conversion of

working capital loans) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective

date of the Public Offering.

The holders of the Founder Shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement.

The holders of these securities are entitled to demand that the Company register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed

subsequent to the consummation of an Initial Business Combination.

However, the registration rights agreement provides that the

Company will not permit any registration statement filed under the Securities Act to become effective until termination of the

applicable lock-up period.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination.

However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We paid a total of $15,000,000

in underwriting discounts and commissions and $800,880 for other costs and expenses related to the Initial Public Offering.

addition, we paid $1,336,200 in underwriting discounts pursuant to the underwriters' partial exercise of their over-allotment option.

The Company is committed to pay the Deferred Discount of 3.5% of the gross proceeds of the Public Offering, or $26,250,000, to

the underwriters of the Public Offering upon the completion of an Initial Business Combination.

On November 10, 2020, the Company

consummated the sale of Over-Allotment Units pursuant to the underwriters' partial exercise of their over-allotment option resulting

in an additional $2,338,350 due to the underwriters.

The deferred fee will become payable to the underwriters from the amounts

held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms

of the underwriting agreement.

Risks and Uncertainties

Management continues to

evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus

could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company,

the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

Shareholders’

The Company granted the underwriters a 30-day option from the date of the final prospectus to purchase up to 9,000,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions.

On November 10, 2020, the Company consummated the sale of additional units pursuant to the underwriters’ partial exercise of their over-allotment option.

Upon the closing of the Public Offering and the over-allotment, the underwriters were entitled to an underwriting discount of $ 0.20 per unit, or $ 16,336,200 , after the underwriters’ exercised their over-allotment option, which was paid in the aggregate upon the closing of the Public Offering and the over-allotment.

In addition, the underwriters are entitled to an underwriting discount of $ 0.35 per unit, or $ 28,588,350 in the aggregate is payable to the underwriters for deferred underwriting commissions.

The deferred fee becomes payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering.

Service Provider Agreement

The Company has entered into a fee arrangement with a service provider pursuant to which certain success fees in connection with a potential Business Combination will become payable only if the Company consummates the pending Business Combination with GBT.

If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees.

As of December 31, 2021, the amount of these contingent fees with the service provider was approximately $ 7.0 million.

Placement Agent Agreement

Separately, the Company has entered into a fee arrangement with placement agents pursuant to which certain placement fees equal to 3.5 % of gross proceeds from a securities private placement (net of proceeds invested by related parties or affiliates of the Company) will become payable only if the Company consummates the pending Business Combination with GBT.

If the pending Business Combination with GBT does not occur, the Company will not be required to pay these contingent fees.

There can be no assurances that the Company will complete the pending Business Combination with GBT.

NOTE 7 — SHAREHOLDERS’ EQUITY

Preferred Shares

The Company is authorized

to issue 1,000,000 preferred shares with a par value of $0.00005 per share with such designations, voting and other rights and

preferences as may be determined from time to time by the Company’s board of directors.

At December 31, 2020 and 2019,

there were no preferred shares issued or outstanding.

The Company is authorized to issue 1,000,000 preferred shares with a par value of $ 0.00005 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At December 31, 2021, 2020 and 2019, there were no preferred shares issued or outstanding.

Ordinary Shares

The authorized ordinary

shares of the Company include up to 300,000,000 shares of Class A ordinary shares and 60,000,000 shares of Class B ordinary

If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business

Combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the

same time as the Company’s shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder

approval in connection with the Initial Business Combination.

Holders of the Company’s ordinary shares are entitled to one

vote for each ordinary share.

As of December 31, 2020, there were 81,681,000 Class A ordinary shares, including 78,252,362

Class A ordinary shares subject to possible conversion that were classified as temporary equity in the accompanying balance

The Class B ordinary

shares will 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 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, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the

Initial Business Combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will

be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with

respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of

all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of

all ordinary shares outstanding upon the completion of the Public Offering plus all Class A ordinary shares and equity-linked

securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities

issued, or to be issued, to any seller in the business combination).

As of December 31, 2020, there were 20,420,250 Class B ordinary

shares issued and outstanding.

The authorized ordinary shares of the Company include up to 300,000,000 Class A ordinary shares and 60,000,000 Class B ordinary shares.

If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination.

Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share.

As of December 31, 2021 and 2020, there were 81,681,000 Class A ordinary shares subject to possible conversion that were classified as temporary equity in the accompanying balance sheets.

As of December 31, 2019, there were no Class A ordinary shares subject to possible conversion.

The Class B ordinary shares will 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 for share splits, share 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, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the Initial Business Combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all ordinary shares outstanding upon the completion of the Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination).

As of December 31, 2021, 2020 and 2019, there were 20,420,250 Class B ordinary shares issued and outstanding.

All shares and associated amounts have been retroactively restated to reflect:

(i) the forfeiture

of 1,142,250 Class B ordinary shares in November 2020;

(i) the forfeiture of 1,142,250 Class B ordinary shares in November 2020;

and (ii) the surrender of 7,187,500 Class B ordinary shares in September 2020.

Public Warrants may only

be exercised for a whole number of shares.

NOTE 8 — WARRANTS

As of December 31, 2021 and 2020, there were 39,451,134 warrants outstanding ( 12,224,134 Private Placement Warrants and 27,227,000 Public Warrants).

There were no warrants outstanding as of December 31, 2019.

Public Warrants may only be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12

months from the closing of the Public Offering;

provided in each case that the Company has an effective registration statement

under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating

to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise

is exempt from registration under the Securities Act).

The Company has agreed that as soon as practicable, but in no event later

than 15 business days after the closing of an Initial Business Combination, the Company will use its best efforts to file with

the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise

of the Public Warrants.

The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness

of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance

with the provisions of the warrant agreement.

Notwithstanding the foregoing, if the Company’s ordinary shares are at the

time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered

security”

under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their

warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in

the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement.

Warrants will expire five years after the completion of an Initial Business Combination or earlier upon the Company’s redemption

or liquidation.

The Private Placement

Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the ordinary shares issuable upon

exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of

an Initial Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants will be non-redeemable

so long as they are held by the initial purchasers or such purchasers’

permitted transferees.

If the Private Placement Warrants

are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable

by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company may redeem the Public

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Public Offering;

provided in each case that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act).

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the Public Warrants.

The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement.

Notwithstanding the foregoing, if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement.

The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon the Company’s redemption or liquidation.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees.

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

The Company may redeem the Public Warrants:

● in whole and not in part;

● at a price of $ 0.01 per warrant;

upon a minimum of 30 days’

prior written notice of redemption;

if, and only if, the last reported closing price of the Company’s ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders;

● upon a minimum of 30 days ’ prior written notice of redemption;

● if, and only if, the last reported closing price of the Company’s ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and a current prospectus relating to those ordinary shares is available throughout the 30-day trading period referred to above.

If the Company calls the

Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants

to do so on a “cashless basis,”

as described in the warrant agreement.

The exercise price and

number of the ordinary shares issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the

event of a share dividend, or recapitalization, reorganization, merger or consolidation.

However, the Warrants will not be adjusted

for issuance of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required to

net cash settle the Warrants.

If the Company is unable to complete an Initial Business Combination within the Completion Window

and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect

to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with

the respect to such Warrants.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of the ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation.

However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete an Initial Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

Fair Value Measurements

The following table presents information about

the Company’s assets that are measured on a recurring basis as of December 31, 2020 and 2019 and indicates the fair

value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

Investment held in Trust Account

The Company accounts for the 39,451,134 warrants issued in connection with the Public Offering (including 27,227,000 Public Warrants and 12,224,134 Private Placement Warrants) in accordance with the guidance contained in 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.

Upon issuance of the derivative warrants the Company recorded a liability of $ 57,753,222 on the balance sheets.

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Public Offering.

Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation up until separation for the Public Warrants (subsequent to separation, the public warrants will be valued using publicly available trading price) and a modified Black-Scholes model for the Private Placement Warrants.

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 the Company's statements of operations.

The Company will reassess the classification at each balance sheet date.

If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

NOTE 9 — FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820, “ Fair Value Measurement ,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheets.

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations.

December 31, 2021

December 31, 2020

December 31, 2019

Marketable securities held in Trust Account

Warrant Liability – Private Placement Warrants

Warrant Liability – Public Warrants

Upon consummation of the Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants.

At the initial measurement date, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs.

As of both December 31, 2021 and 2020, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy.

As of both December 31, 2021 and 2020, the Company used a modified Black-Scholes model to value the Private Placement Warrants.

The Company relied upon the implied volatility of the Public Warrants and the closing share price at December 31, 2020 to estimate the volatility for the Private Placement Warrants.

Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement.

As of both December 31, 2021 and 2020, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs.

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2021 and 2020:

Using Level 3

Balance, December 31, 2019

Derivative liabilities recorded on issuance of derivative warrants

Transfer to Level 1

( 39,745,978 )

Change in fair value of derivative liabilities

Balance, December 31, 2020

Change in fair value of derivative liabilities

( 2,362,577 )

Balance, December 31, 2021

As of December 31, 2021 and 2020, the fair value of the derivative feature of the Private Placement Warrants was calculated using the following weighted average assumptions:

December 31, 2021

At December 31, 2020, the investments held

in the Trust Account were held in U.S.

government securities.

Subsequent Events

Management has evaluated

subsequent events and transactions that occurred through the date the financial statements were available to be issued.

as noted above, management did not identify any other subsequent events that would have required adjustment or disclosure in the

financial statements.

December 31, 2020

Risk-free interest rate

Expected life of grants

Expected volatility of underlying shares

As of December 31, 2021 and 2020, the derivative warrant liability was $ 55,943,533 and $ 74,642,310 , respectively.

In addition, for the years ended December 31, 2021 and 2020, the Company recorded a gain of $ 18,698,777 and loss of $( 16,889,088 ), respectively, on the change in fair value of the derivative warrant liabilities on the statements of operations.

During 2020, the Company charged $ 328,959 to additional paid in capital for the excess of proceeds received over fair value of Private Placement Warrant liabilities.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required recognition or disclosure in the financial statements.

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 9A. Controls and Procedures