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Item 1. Financial Statements

2021-08-16 compared with 2021-05-24 · 595 added, 904 removed, 97 unchanged (94% of the section changed)

Financial Statements.

FREEDOM ACQUISITION

UNAUDITED CONDENSED

BALANCE SHEETS

ACQUISITION I CORP.

CONDENSED BALANCE SHEETS

Current assets:

Prepaid expenses

Prepaid expenses - short term

Deferred offering costs associated with IPO

Total current assets

Prepaid expenses - long term

Marketable Securities held in Trust account

$ 346,859,406

Liabilities and Shareholders’

Liabilities and Shareholders’ Equity

Current liabilities:

2 unchanged sentences

Warrant Liabilities

Deferred underwriters’

discount payable

Deferred underwriters’ discount payable

Total liabilities

Class A Ordinary shares subject to possible redemption 31,353,617 shares at redemption value

Shareholders’

Shareholders’ equity:

Preference shares, $ 0.0001 par value;

3 unchanged sentences

200,000,000 shares authorized;

2,866,703 shares and 0 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively (excluding 31,633,297 and 0 shares subject to possible redemption, respectively)

3,146,383 shares and 0 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively (excluding 31,353,617 and 0 shares subject to possible redemption, respectively)

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

8,625,000 and 8,625,000 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively

8,625,000 and 8,625,000 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

Additional paid-in capital

Accumulated earnings (deficit)

Total shareholders’

Total liabilities and shareholders’

Total shareholders’ equity

Total liabilities and shareholders’ equity

$ 346,859,406

The accompanying notes are an integral part of

these unaudited condensed financial statements.

FREEDOM ACQUISITION

UNAUDITED CONDENSED

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS

ENDED MARCH 31, 2021

Formation and operating costs

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

ACQUISITION I CORP.

CONDENSED STATEMENT OF OPERATIONS

Operating costs

Loss from operations

Other income/(expense)

Interest income

Foreign currency exchange loss

Interest income on marketable securities held in Trust Account

Change in fair value of warrant liabilities

( 2,382,666 )

Offering expenses related to warrant issuance

Total other income (expense)

( 2,348,357 )

Net income (loss)

$ ( 2,796,798 )

Weighted average shares outstanding, Class A ordinary shares subject to possible redemption

2 unchanged sentences

Basic and diluted net income per share, Non-redeemable

The accompanying notes are an integral part of

these unaudited condensed financial statements.

FREEDOM ACQUISITION

UNAUDITED CONDENSED

STATEMENT OF CHANGES IN SHAREHOLDERS’

FOR THE THREE MONTHS

ENDED MARCH 31, 2021

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

ACQUISITION I CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

THE THREE MONTHS ENDED JUNE 30, 2021

Ordinary shares

Shareholders’

Balance as of March 31, 2021

Class A ordinary shares subject to possible redemption

( 2,796,798 )

Balance as of June 30, 2021 (Unaudited)

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

ACQUISITION I CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

THE SIX MONTHS ENDED JUNE 30, 2021

Ordinary shares

Shareholders’

Balance as of December 31, 2020

5 unchanged sentences

Underwriter discount

( 6,405,000 )

Deferred underwriter discount

1 unchanged sentence

( 12,075,000 )

Other offering cost charged to Shareholders’

Other offering cost charged to Shareholders’ equity

Reclassification of offering cost related to warrant issuance

3 unchanged sentences

( 313,536,170 )

Balance as of March 31, 2021 (Unaudited)

The accompanying notes are an integral part of

these unaudited condensed financial statements.

FREEDOM ACQUISITION

UNAUDITED CONDENSED

STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS

ENDED MARCH 31, 2021

Balance as of June 30, 2021 (Unaudited)

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

ACQUISITION I CORP.

CONDENSED STATEMENT OF CASH FLOWS

THE SIX MONTHS ENDED JUNE 30, 2021

Cash Flows from Operating Activities:

2 unchanged sentences

Change in fair value of warrant liabilities

( 1,787,000 )

Offering costs allocated to warrants

1 unchanged sentence

Prepaid assets

( 1,211,316 )

Accounts payable

Net cash used in operating activities

( 1,715,736 )

Cash Flows from Investing Activities:

4 unchanged sentences

Cash Flows from Financing Activities:

Proceeds from Initial Public Offering, net of underwriters’

Proceeds from Initial Public Offering, net of underwriters’ discount

Proceeds from issuance of Private Placement Warrants

Repayment of promissory note to related party

Payments of offering costs

8 unchanged sentences

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

Deferred underwriters’

discount payable charged to additional paid-in capital

The accompanying notes are an integral part of

these unaudited condensed financial statements.

FREEDOM ACQUISITION

Deferred underwriters’ discount payable charged to additional paid-in capital

Deferred offering costs paid under promissory note

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

ACQUISITION I CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 —

1 — Organization and Business Operations

Organization and General

Freedom Acquisition I Corp.

(the “Company”)

was incorporated in Cayman Islands on December 23, 2020.

The Company was formed for the purpose of entering into a merger, capital share

exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business

Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated

with early stage and emerging growth companies.

The Company has selected December 31 as its fiscal year end.

As of March 31, 2021, the Company had not yet

commenced any operations.

All activity through March 31, 2021, relates to the Company’s formation and the Initial Public Offering

(“IPO”) described below.

The Company will not generate any operating revenues until after the 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 proceeds derived from the IPO.

The registration statement for the Company’s

IPO was declared effective on February 25, 2021 (the “Effective Date”).

On March 2, 2021, the Company consummated the IPO

of 34,500,000 units (the “Units”

and, with respect to the Class A ordinary shares included in the Units being offered, the

“public share”), at $10.00 per Unit, generating gross proceeds of $345,000,000, which is discussed in Note 4.

Simultaneously with the closing of the IPO, the

Company consummated the sale of 6,266,667 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private

Placement Warrant, which is discussed in Note 5.

Transaction costs amounted to $19,175,922 consisting

of $6,405,000 of underwriting fee, $12,075,000 of deferred underwriting fee and $695,922 of other offering costs.

Of the total transaction

cost, $575,278 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to shareholders’

The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between

the fair value of the public warrant liabilities and the Class A ordinary shares.

Trust Account

Following the closing of the IPO on March 15,

2021, an amount of $345,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants

was placed in a trust account (“Trust Account”) which is invested in U.S.

government securities, within the meaning set

forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that

holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations,

the proceeds from the IPO and the sale of the private placement units will not be released from the Trust Account until the earliest of

(a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in

connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption

of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing

of the IPO, subject to applicable law.

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 IPO, although substantially all of the net proceeds are intended to

be generally applied toward consummating a business combination.

The Company’s business combination must

be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account

(net of taxes payable) at the time of the signing an agreement to enter into a business combination.

However, the Company will only complete

a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the

target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company

under the Investment Company Act.

There is no assurance that the Company will be able to successfully effect a business combination.

The Company will provide its public shareholders

with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either

(i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer.

decision as to whether the Company will seek shareholder approval of a proposed initial business combination or conduct a tender offer

will be made by the Company, solely in its discretion.

The shareholders will be entitled to redeem their shares for a pro rata portion

of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in

the Trust Account and not previously released to the Company to pay its tax obligations).

The shares of ordinary shares subject to redemption

is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards

Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

In such case, the Company will proceed

with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation

of a business combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted

in favor of the business combination.

The Company will have 24 months from the closing

of the IPO (with the ability to extend with shareholder approval) to consummate a business combination (the “Combination Period”).

However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the

outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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, divided

by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and

then seek to dissolve and liquidate.

The Company’s sponsor, officers and directors

have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection

with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public

shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation,

and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement

shares if the Company fails to complete the initial business combination within the Combination Period.

The Company’s sponsor has agreed that it

will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company,

or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement

or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share

and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less

than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply

to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust

Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters

of the IPO against certain liabilities, including liabilities under the Securities Act.

However, the Company has not asked its sponsor

to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to

satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company.

the Company cannot assure that its sponsor would be able to satisfy those obligations.

As of March 31, 2021, the Company had cash outside

the Trust Account of $764,593 available for working capital needs.

All remaining cash held in the Trust Account are generally unavailable

for the Company’s use prior to an initial Business Combination and is restricted for use either in a Business Combination or to

redeem ordinary shares.

As of March 31, 2021, none of the amount in the Trust Account was available to be withdrawn as described above.

Through March 31, 2021, the Company’s liquidity

needs were satisfied through receipt of $25,000 from the sale of the founder shares and the remaining net proceeds from the IPO and

the sale of Private Placement Units.

The Company anticipates that the $764,593 outside

of the Trust Account as of March 31, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the

issuance of the financial statements, assuming that a Business Combination is not consummated during that time.

Until consummation of

its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans

(as defined in Note 6) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which

is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective

target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate

documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating

and consummating the Business Combination.

The Company does not believe it will need to raise

additional funds in order to meet the expenditures required for operating its business.

However, if the Company’s estimates of the

costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to

do so, the Company may have insufficient funds available to operate its business prior to the business combination.

Moreover, the Company

will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties.

None of the Sponsor, officers

or directors are under any obligation to advance funds to, or to invest in, the Company.

If the Company is unable to raise additional

capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to,

curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses.

The Company cannot provide any assurance

that new financing will be available to it on commercially acceptable terms, if at all.

Risks and Uncertainties

On January 30, 2020, the World Health Organization

(“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”).

In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

full impact of the COVID-19 outbreak continues to evolve.

The impact of the COVID-19 outbreak on the Company’s

financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions.

These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain

and cannot be predicted.

If the financial markets and/or the overall economy are impacted for an extended period, the Company’s

financial position may be materially adversely affected.

Additionally, the Company’s ability to complete an initial business combination

may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak

or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s

ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors

and service providers to negotiate and consummate an initial business combination in a timely manner.

The Company’s ability to consummate

an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted

by the COVID-19 outbreak and the resulting market downturn.

Note 2 –

Restatement of Previously Issued

Financial Statements

On April 12, 2021, the Staff of the SEC issued

a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition

Companies.”

In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms

that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the

As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued

by special purpose acquisition companies, the Company re-evaluated the accounting for Public and Private Placement Warrants, collectively

(“Warrants”) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and concluded

that they do not meet the criteria to be classified in shareholders’

Since the Warrants meet the definition of a derivative

under ASC 815-40, the Company has restated the financial statements to classify the Warrants as liabilities on the balance sheet

at fair value, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date.

In accordance with ASC Topic 340, Other Assets

and Deferred Costs , as a result of the classification of the Warrants as derivative liabilities, the Company expensed a portion of

the offering costs originally recorded as a reduction in equity.

The portion of offering costs that was expensed was determined based

on the relative fair value of the Public Warrants and Class A ordinary shares included in the Units.

The Company’s accounting for the Warrants

as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash.

The following summarizes the effect of the Restatement

on each financial statement line item as of the date of the Company’s consummation of its IPO.

As of March 2, 2021

Balance Sheet

Warrant Liabilities

Total Liabilities

Shares Subject to Redemption

(17,870,000 )

Class A Ordinary shares

Class B Ordinary shares

Additional Paid in Capital

(Accumulated Deficit)

Total Shareholders' Equity

Note 3—

Acquisition I Corp.

(the “Company”) was incorporated in Cayman Islands on December 23, 2020.

The Company was formed for the

purpose of entering into a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination

with one or more businesses (a “Business Combination”).

The Company is not limited to a particular industry or geographic

region for purposes of consummating a Business Combination.

The Company is an early stage and emerging growth company and, as such, the

Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company has selected December 31

as its fiscal year end.

of June 30, 2021, the Company had not yet commenced any operations.

All activity through June 30, 2021, relates to the Company’s

formation and the Initial Public Offering (“IPO”) described below.

The Company will not generate any operating revenues until

after the 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 proceeds derived from the IPO.

registration statement for the Company’s IPO was declared effective on February 25, 2021 (the “Effective Date”).

March 2, 2021, the Company consummated the IPO of 34,500,000 units (the “Units” and, with respect to the Class A ordinary

shares included in the Units being offered, the “public share”), at $ 10.00 per Unit, generating gross proceeds of $ 345,000,000 ,

which is discussed in Note 3.

Simultaneously

with the closing of the IPO, the Company consummated the sale of 6,266,667 warrants (the “Private Placement Warrants”),

at a price of $ 1.50 per Private Placement Warrant, which is discussed in Note 5.

costs amounted to $ 19,175,922 consisting of $ 6,405,000 of underwriting fee, $ 12,075,000 of deferred underwriting fee and $ 695,922 of

other offering costs.

Of the total transaction cost, $ 575,278 was expensed as non-operating expenses in that statement of operations

with the rest of the offering cost charged to shareholders’ equity.

The transaction costs were allocated based on the relative

fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary

the closing of the IPO on March 15, 2021, an amount of $ 345,000,000 from the net proceeds of the sale of the Units in the IPO and the

sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in

any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment

Company Act, as determined by the Company.

Except with respect to interest earned on the funds held in the Trust Account that may be

released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be

released from the Trust Account until the earliest of (a) the completion of the Company’s initial business combination, (b) the

redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated

certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial

business combination within 24 months from the closing of the IPO, subject to applicable law.

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.

Business Combination

Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially

all of the net proceeds are intended to be generally applied toward consummating a business combination.

Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least

80 % of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a business combination.

However, the Company will only complete a business combination if the post-business combination company owns or acquires 50 % or more

of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to

be required to register as an investment company under the Investment Company Act.

There is no assurance that the Company will be able

to successfully effect a business combination.

Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion

of the initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination

or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial business

combination or conduct a tender offer will be made by the Company, solely in its discretion.

The shareholders will be entitled to redeem

their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $ 10.00 per share, plus any pro rata

interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

shares of ordinary shares subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion

of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from

Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least

$ 5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks shareholder approval,

a majority of the issued and outstanding shares voted are voted in favor of the business combination.

Company will have 24 months from the closing of the IPO (with the ability to extend with shareholder approval) to consummate a business

combination (the “Combination Period”).

However, if the Company is unable to complete a business combination within the Combination

Period, the Company will redeem 100 % of the outstanding public shares for a pro rata portion of the funds held in the Trust Account,

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, divided by the number of then outstanding public shares, subject to applicable law and as further

described in the registration statement, and then seek to dissolve and liquidate.

Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares,

private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption

rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s

amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with

respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within

the Combination Period.

Company’s sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services

rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of

intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below

the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the

liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable,

provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any

and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under

the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities

However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently

verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s

only assets are securities of the Company.

Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations.

of June 30, 2021, the Company had cash outside the Trust Account of $ 602,848 available for working capital needs.

All remaining cash

held in the Trust Account are generally unavailable for the Company’s use prior to an initial Business Combination and is restricted

for use either in a Business Combination or to redeem ordinary shares.

As of June 30, 2021, none of the amount in the Trust Account was

available to be withdrawn as described above.

June 30, 2021, the Company’s liquidity needs were satisfied through receipt of $ 25,000 from the sale of the founder shares and the

remaining net proceeds from the IPO and the sale of Private Placement Units.

Company anticipates that the $ 602,848 outside of the Trust Account as of June 30, 2021, will be sufficient to allow the Company to operate

for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated

during that time.

Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account,

and any additional Working Capital Loans (as defined in Note 5) from the initial shareholders, the Company’s officers and directors,

or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing

business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective

target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business

to acquire and structuring, negotiating and consummating the Business Combination.

Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.

However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination

is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to

the business combination.

Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors,

or third parties.

None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could

include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at

and Uncertainties

January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain

of coronavirus (the “COVID-19 outbreak”).

In March 2020, the WHO classified the COVID-19 outbreak as a pandemic,

based on the rapid increase in exposure globally.

The full impact of the COVID-19 outbreak continues to evolve.

of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration

and spread of the outbreak and related advisories and restrictions.

These developments and the impact of the COVID-19 outbreak

on the financial markets and the overall economy are highly uncertain and cannot be predicted.

If the financial markets and/or the overall

economy are impacted for an extended period, the Company’s financial position may be materially adversely affected.

Additionally,

the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental

measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown

of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or

affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an

initial business combination in a timely manner.

The Company’s ability to consummate an initial business combination may also be

dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and

the resulting market downturn.

2— Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial

statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S.

and Exchange Commission (“SEC”).

Certain information or footnote disclosures normally included in financial statements prepared

in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results

of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments,

consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and

cash flows for the periods presented.

The accompanying unaudited condensed financial

statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on

March 1, 2021, as well as the Company’s Current Reports on Form 8-K.

The interim results for the three months ended March 31, 2021

are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company Status

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 “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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations

regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that 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.

Use of Estimates

The preparation of financial statements in conformity

with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting

of Presentation

accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted

in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q and Article 8 of Regulation S-X of the U.S.

Securities and Exchange Commission (“SEC”).

Certain information or footnote

disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the

rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes

necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management, the

accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary

for a fair presentation of the financial position, operating results and cash flows for the periods presented.

accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial

Public Offering as filed with the SEC on March 1, 2021, as well as the Company’s Current Reports on Form 8-K.

The interim results

for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December

31, 2021 or for any future interim periods.

Growth Company Status

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 “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 auditor 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.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

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.

preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

At March 31, 2021, the Trust Account had $345,010,352

held in primarily U.S.

Treasury bills.

During period January 1, 2021 to March 31, 2021, the Company did not withdraw any of interest

income from the Trust Account to pay its tax obligations.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal

Depository Insurance Coverage of $250,000.

At March 31, 2021, the Company has not experienced losses on this account.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020.

Held in Trust Account

June 30, 2021, the assets held in the Trust Account were held in cash and U.S.

Treasury securities.

The Company classifies its United

States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities

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

Held-to-maturity treasury securities

are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

of June 30, 2021, investment in the Company’s Trust Account consisted of $ 781 in cash and $ 345,044,461 in U.S.

Treasury Securities.

All of the U.S.

Treasury Securities will mature on September 2, 2021.

The Company considers all investments with original maturities

of more than three months but less than one year to be short-term investments.

The carrying value approximates the fair value due to

its short-term maturity.

The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities

on June 30, 2021 are as follows:

Amortized Cost

Treasury Securities

$ 345,045,242

$ 345,038,075

decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in

an impairment that reduces the carrying costs to such securities’ fair value.

The impairment is charged to earnings and a new cost

basis for the security is established.

To determine whether an impairment is other than temporary, the Company considers whether it has

the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the

investment is recoverable outweighs evidence to the contrary.

Evidence considered in this assessment includes the reasons for the impairment,

the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee,

and the general market condition in the geographic area or industry the investee operates in.

and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using

the effective-interest method.

Such amortization and accretion is included in the “interest income” line item in the statements

of operations.

Interest income is recognized when earned.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

At June 30, 2021 and December 31, 2020, the

Company has not experienced losses on this account.

Shares Subject to Possible Redemption

Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing

Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as 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’ equity.

The Company’s

ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the

occurrence of uncertain future events.

Accordingly, as of June 30, 2021 and December 31, 2020, 31,353,617 and 0 Class A ordinary shares

subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section

of the Company’s balance sheet.

Income (Loss) per Ordinary Share

Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statements

of operations include a presentation of income (loss) per share for Class A ordinary shares subject to possible redemption in a manner

similar to the two-class method of income (loss) per share.

Net income per ordinary share, basic and diluted, for redeemable Class A

ordinary share is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable

Class A ordinary shares outstanding since original issuance.

Net income (loss) per ordinary share, basic and diluted, for non-redeemable ordinary

shares is calculated by dividing the net income (loss), adjusted for income attributable to redeemable Class A ordinary shares,

by the weighted average number of non-redeemable ordinary shares outstanding for the periods.

Non-redeemable ordinary

shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned

on the Trust Account.

three months ended

Ordinary shares subject to possible redemption

The Company accounts for its Class A ordinary

shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”

Class A ordinary shares subject to mandatory redemption (if any) are classified as 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 ordinary shares

feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain

future events.

Accordingly, as of March 31, 2021, 31,633,297 shares of Class A ordinary shares subject to possible redemption are presented

at redemption value as temporary equity, outside of the shareholders’

equity section of the Company’s balance sheet.

Net Income per Ordinary Share

The Company complies with accounting and

disclosure requirements ASC Topic 260, “Earnings Per Share.”

The Company’s statements of operations include a

presentation of income (loss) per share for Class A ordinary shares subject to possible redemption in a manner similar to the

two-class method of income (loss) per share.

Net income per ordinary shares, basic and diluted for Class A ordinary shares is

calculated by dividing the interest income earned on the Trust Account totaling $10,352 for the three months ended March 31, 2021 by

the weighted average number of Class A ordinary shares outstanding since original issuance.

Net income per ordinary share, basic

and diluted for Class B ordinary shares is calculated by dividing the net income, adjusted for income attributable to Class A

ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period.

Class B ordinary shares

includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the

Trust Account.

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.

As a result, diluted loss per share is the same as basic loss per share for the period presented.

Offering Costs

The Company complies with the requirements of

the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”.

Offering costs

consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering

and that were charged to shareholders’

equity upon the completion of the IPO.

Accordingly, on March 31, 2021, offering costs totaling

$19,175,922 have been charged to shareholders’

equity (consisting of $6,405,000 of underwriting fee, $12,075,000 of deferred underwriting

fee and $695,922 of other offering costs).

Of the total transaction cost, $575,278 was reclassed to expense as a non-operating expense

in the statement of operations with the rest of the offering cost charged to shareholders’

The transaction costs were allocated

based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities

and the Class A ordinary shares.

Fair Value of Financial Instruments

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair

Value Measurements and Disclosures,”

approximates the carrying amounts represented in the balance sheet.

Derivative warrant liabilities

The Company does not use derivative instruments

to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including

issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives,

pursuant to ASC 480 and ASC 815-15.

The classification of derivative instruments, including whether such instruments should be recorded

as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company accounts for its 14,891,667 ordinary

shares warrants issued in connection with its Initial Public Offering (8,625,000) and Private Placement (6,266,667) as derivative warrant

liabilities in accordance with ASC 815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and

adjusts the instruments to fair value at each reporting period.

The liabilities are subject to re-measurement at each balance sheet date

until exercised, and any change in fair value is recognized in the Company’s statement of operations.

The fair value of warrants

issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at

each measurement date.

The Company accounts for income taxes under FASB

ASC 740, “Income Taxes”

(“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for

both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future

tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established

when it is more likely than not that all or a portion of deferred tax assets will not be realized.

FASB ASC 740 prescribes a recognition threshold

and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in

a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing

There were no unrecognized tax benefits as of March 31, 2021.

The Company’s management determined that the Cayman Islands

is the Company’s only major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax

benefits as income tax expense.

As of March 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment

of interest and penalties.

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.

The Company’s management does not expect

that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recent Accounting Standards

Management does not believe that any recently

issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Note 4 —

Net income allocable to Class A ordinary shares subject to possible redemption

Interest earned on Treasury Bills held in trust

interest available to be withdrawn for payment of taxes

Net income allocable to Class A ordinary shares subject to possible redemption

Weighted Average Redeemable Class A

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and Diluted net income per share, Redeemable Class A ordinary shares

Non-Redeemable Ordinary Shares

Net loss minus redeemable net earnings

Net income (loss)

$ ( 2,348,357 )

Redeemable Net Income

Non-Redeemable Net Income (Loss)

( 2,380,065 )

Weighted Average Non-Redeemable Ordinary Shares

Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares

Basic and diluted net loss per share, non-redeemable ordinary shares

Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses

of Offering”.

Offering costs consist principally of professional and registration fees incurred through the balance sheet date

that are related to the Public Offering and that were charged to shareholders’ equity upon the completion of the IPO.

on June 30, 2021, offering costs totaling $ 19,175,922 have been charged to shareholders’ equity (consisting of $ 6,405,000 of underwriting

fee, $ 12,075,000 of deferred underwriting fee and $ 695,922 of other offering costs).

Of the total transaction cost, $ 575,278 was reclassed

to expense as a non-operating expense in the statement of operations with the rest of the offering cost charged to shareholders’

The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between

the fair value of the public warrant liabilities and the Class A ordinary shares.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards

Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented

in the balance sheet.

warrant liabilities

Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates

all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain

features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15.

The classification of derivative instruments, including

whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

Company accounts for its 14,891,667 ordinary shares warrants issued in connection with its Initial Public Offering ( 8,625,000 ) and Private

Placement ( 6,266,667 ) as derivative warrant liabilities in accordance with ASC 815-40.

Accordingly, the Company recognizes the warrant

instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period.

The liabilities are subject

to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement

of operations.The fair value of the Private Placement Warrants has been estimated using Monte Carlo simulations at each measurement date.

The fair value of the the Public Warrants was initially estimated using Monte Carlo simulations.

After the Public Warrants were separately

traded, the measurement of the Public Warrants will use an observable market quote in an active market.

Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition

of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets

and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally

requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax

positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than

not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of June 30, 2021 and December

The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of June 30, 2021 and December

31, 2020, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties.

is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its

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.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next

twelve months.

Accounting Standards

does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect

on the Company’s financial statements.

3 — Initial Public Offering

Pursuant to the Initial Public Offering, the Company

sold 34,500,000 Units, (at a price of $10.00 per Unit.

Each Unit consists of one share of Class A Ordinary shares, par value $0.0001 per

share one-fourth of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one

share of Class A Ordinary shares at a price of $11.50 per share.

Note 5 —

to the Initial Public Offering, the Company sold 34,500,000 Units, (at a price of $ 10.00 per Unit.

Each Unit consists of one share of

Class A Ordinary shares, par value $ 0.0001 per share one-fourth of one redeemable warrant (“Public Warrant”).

Public Warrant entitles the holder to purchase one share of Class A Ordinary shares at a price of $ 11.50 per share.

4 — Private Placement Warrants

Simultaneously with the closing of the IPO, the

Sponsor purchased an aggregate of 6,266,667 Private Placement Warrants at a price of $1.50 per warrant ($9,400,000 in the aggregate),

each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share.

of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account.

The Private Placement Warrants will be identical

to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees,

(i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants),

subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial

Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

Note 6 —

Simultaneously

with the closing of the IPO, the Sponsor purchased an aggregate of 6,266,667 Private Placement Warrants at a price of $ 1.50 per

warrant ($ 9,400,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares

at a price of $ 11.50 per share.

A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this

offering to be held in the Trust Account.

Private Placement Warrants will be identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they

are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A

ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by

the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless

basis and (iv) will be entitled to registration rights.

5 — Related Party Transactions

Founder Shares

On December 31, 2020, the Sponsor paid $25,000,

or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value

$0.0001 per share (the “Founder Shares”).

On February 25, 2021, the Company effected a share dividend whereby the Company

issued 1,437,500 Class B ordinary shares, resulting in an aggregate of 8,625,000 Class B ordinary shares outstanding.

The Company’s initial shareholders have

agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until

the earlier to occur of:

(i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes

a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of its shareholders

having the right to exchange their Class A ordinary shares for cash, securities or other property;

except to certain permitted transferees

and under certain circumstances (the “Lock-up”).

Any permitted transferees will be subject to the same restrictions and other

agreements of the initial shareholders with respect to any Founder Shares.

Notwithstanding the foregoing, if (1) the closing price of

the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,

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 (2) if the Company consummates a transaction after the initial Business Combination which results

in its shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released

from the Lock-up.

Promissory Note —

Related Party

On December 30, 2020, the Sponsor agreed to loan

the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”).

This loan is non-interest

bearing and payable on the earlier of December 31, 2021 or the completion of the IPO.

As of March 31, 2021, there was not outstanding

amounts under the note.

Administrative Support Agreement

Commencing on the date of the IPO, the Company

has agreed to pay the Sponsor a total of $10,000 per month for office space and administrative support services.

Upon completion of the

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

December 31, 2020, the Sponsor paid $ 25,000 , or approximately $ 0.003 per share, to cover certain offering costs in consideration for

7,187,500 Class B ordinary shares, par value $ 0.0001 per share (the “Founder Shares”).

On February 25, 2021, the Company

effected a share dividend whereby the Company issued 1,437,500 Class B ordinary shares, resulting in an aggregate of 8,625,000 Class

B ordinary shares outstanding.

Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary

shares issuable upon conversion thereof until the earlier to occur of:

(i) one year after the completion of the initial Business Combination

or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial

Business Combination that results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities

or other property;

except to certain permitted transferees and under certain circumstances (the “Lock-up”).

Any permitted

transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares.

Notwithstanding the foregoing, if (1) the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share

(as adjusted for share sub-divisions, share capitalizations, 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 (2) if the Company consummates

a transaction after the initial Business Combination which results in its shareholders having the right to exchange their shares for

cash, securities or other property, the Founder Shares will be released from the Lock-up.

Note — Related Party

December 30, 2020, the Sponsor agreed to loan the Company up to $ 300,000 to cover expenses related to the IPO pursuant to a promissory

note (the “Note”).

This loan is non-interest bearing and payable on the earlier of December 31, 2021 or the completion of

As of June 30, 2021 and December 31, 2020, there was no outstanding amounts under the note.

Administrative

Support Agreement

on the date of the IPO, the Company has agreed to pay the Sponsor a total of $ 10,000 per month for office space and administrative support

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

monthly fees.

For the three months ended June 30, 2021 and for the period from February 25, 2021 (Effective Date) to June 30, 2021, the

Company incurred $ 30,000 and $ 39,667 in expenses in connection with such service.

Capital Loans

addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the

Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required

(“Working Capital Loans”).

In addition, in order to finance transaction costs

in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers

and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Company completes a Business Combination, the Company would repay the Working Capital Loans.

In the event that a Business Combination

does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans

but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Up to $2,000,000 of the Working Capital Loans

may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant at the option

of the lender.

If the Company completes a Business Combination, the Company would repay the Working Capital Loans.

In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust

Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Up to $ 2,000,000 of the Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity

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

Such warrants would be identical to the Private Placement Warrants.

Except as set forth above, the terms of such Working

Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

Prior to the completion of

the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the

Sponsor as the Company does 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 the Company’s Trust Account.

As of March 31, 2021, the Company had no borrowings under the Working Capital

Note 7 —

as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect

to such loans.

Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other

than the Sponsor or an affiliate of the Sponsor as the Company does 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 the Company’s Trust Account.

As of June 30, 2021 and December

31, 2020, the Company had no borrowings under the Working Capital Loans.

6 — Commitments & Contingencies

Registration Rights

The holders of the (i) Founder Shares, which were

issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which will be issued in a private placement

simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private

Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to

The holders of these securities are

entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders

have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the Company’s

completion of its initial Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such

registration statements.

Underwriters Agreement

On March 2, 2021, the Company paid a fixed underwriting

discount of $6,405,000.

Additionally, a deferred underwriting discount of $0.35 per Unit, or $12,075,000 in the aggregate, will be 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.

Note 8 —

Shareholder’s Equity

Preference shares —

is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each.

At March 31, 2021, there were no shares of

preference shares issued or outstanding.

Class A Ordinary shares —

The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 each.

At March 31, 2021 and

December 31, 2020, there were 2,866,703 and 0 shares issued and outstanding (excluding 31,633,297 and 0 shares subject to possible redemption),

Class B Ordinary shares —

The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $0.0001 each.

At March 31, 2021 and December

31, 2020, there 8,625,000 Class B ordinary shares issued and outstanding, respectively.

Holders of the Class A ordinary shares and

holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s

shareholders, except as required by law;

provided that only holders of Class B ordinary shares will have the right to appoint and remove

directors in any general meeting held prior to or in connection with the completion of an initial Business Combination.

Unless specified

in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies

Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required

to approve any such matter voted on by its shareholders.

The Class B ordinary shares will automatically

convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination

on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, 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 connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion

of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion

(after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary

shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued,

by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary

shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller

in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of

Working Capital Loans;

provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Note 9 —

The Public Warrants will become exercisable at

$11.50 per share on the later of one year from the closing of the IPO and 30 days after the completion of the initial Business Combination;

provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary

shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to

exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered,

qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

The warrants will

expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable,

but in no event later than 15 business days after the closing of the initial Business Combination, it will use commercially reasonable

efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable

upon exercise of the warrants.

The Company will use its commercially reasonable 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 or redemption of the

warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the Class A ordinary shares

issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant

holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to

maintain an effective registration statement, exercise warrants on a “cashless basis”

in accordance with Section 3(a)(9)

of the Securities Act or another exemption.

Notwithstanding the above, if the Company’s Class A ordinary shares are at the time

of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants

to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects,

it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will

use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is

not available.

In such event, each holder would pay the exercise price by surrendering each such warrant for that number of Class A

ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary

shares underlying the warrants, multiplied by the excess of the “fair market value”

(defined below) less the exercise price

of the warrants by (y) the fair market value and (B) 0.361.

The “fair market value”

as used in this paragraph shall mean

the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date

on which the notice of exercise is received by the warrant agent.

In no event will the Company be required to net

cash settle any warrant.

In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit

containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

The exercise price and number of 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.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked

securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective

issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good

faith by the Company’s board of directors and in the case of any such issuance to the Company’s Sponsors or their affiliates,

without taking into account any Founder Shares held by the Company’s initial shareholders or such affiliates, as applicable, prior

to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than

60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the

completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Company’s

Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates

its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the

warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and

the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class

A ordinary share equals or exceeds $10.00”

and “Redemption of warrants when the price per Class A ordinary share equals or

exceeds $18.00”

will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly

Issued Price, respectively.

Redemption of Warrants When the Price per Class A

Ordinary Share Equals or Exceeds $18.00

Once the warrants become exercisable, the Company

may redeem the outstanding warrants (except with respect to the Private Placement Warrants):

holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants,

which will be issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such

Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have

registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers

such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed subsequent to the Company’s completion of its initial Business Combination.

The Company will bear the expenses incurred in

connection with the filing of any such registration statements.

March 2, 2021, the Company paid a fixed underwriting discount of $ 6,405,000 .

Additionally, a deferred underwriting discount of $ 0.35

per Unit, or $ 12,075,000 in the aggregate, will be 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.

7 — Shareholder’s Equity

shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each.

June 30, 2021 and December 31, 2020, there were no shares of preference shares issued or outstanding.

A Ordinary shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value

of $ 0.0001 each.

At June 30, 2021 and December 31, 2020, there were 3,146,383 and 0 shares issued and outstanding (excluding 31,353,617

and 0 shares subject to possible redemption), respectively

B Ordinary shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value

of $ 0.0001 each.

At June 30, 2021 and December 31, 2020, there 8,625,000 Class B ordinary shares issued and outstanding, respectively.

of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters

submitted to a vote of the Company’s shareholders, except as required by law;

provided that only holders of Class B ordinary shares

will have the right to appoint and remove directors in any general meeting held prior to or in connection with the completion of an initial

Business Combination.

Unless specified in the Company’s amended and restated memorandum and articles of association, or as required

by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s

ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following

the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations,

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 connection with the initial Business Combination, the number

of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20 % of the total number of Class

A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders),

including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked

securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business

Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares

issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor,

officers or directors upon conversion of Working Capital Loans;

provided that such conversion of Founder Shares will never occur on a

less than one-for-one basis.

Public Warrants will become exercisable at $ 11.50 per share on the later of one year from the closing of the IPO and 30 days after the

completion of the initial Business Combination;

provided in each case that the Company has an effective registration statement under

the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating

to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified

in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws

of the state of residence of the holder.

The warrants will expire five years after the completion of a Business Combination or earlier

upon redemption or liquidation.

Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business

Combination, it will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the

Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants.

The Company will use its commercially reasonable

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 or redemption of the warrants in accordance with the provisions of the warrant agreement.

registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th

day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration

statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants

on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding

the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities

exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the

Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or

maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable

efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

In such event,

each holder would pay the exercise price by surrendering each such warrant for that number of Class A ordinary shares equal to the

lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the

warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by

(y) the fair market value and (B) 0.361.

The “fair market value” as used in this paragraph shall mean the volume weighted

average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice

of exercise is received by the warrant agent.

exercise price and number of 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.

In addition, if (x) the Company issues additional

Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business

Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective

issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Company’s

Sponsors or their affiliates, without taking into account any Founder Shares held by the Company’s initial shareholders or such

affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from

such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business

Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted

average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day

prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below

$9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of

the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption

of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price

per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the

higher of the Market Value and the Newly Issued Price, respectively.

of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00

the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per warrant;

upon not less than 30 days’

prior written notice of redemption (the “30-day redemption period”) to each warrant holder;

if, and only if, the last

reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days

before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds

$18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like).

Redemption of Warrants When the Price per Class A

Ordinary Share Equals or Exceeds $10.00

Once the warrants become exercisable, the Company

may redeem the outstanding warrants:

● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;

● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like).

of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00

the warrants become exercisable, the Company may redeem the outstanding warrants:

● in whole and not in part;

at $0.10 per warrant upon

a minimum of 30 days’

prior written notice of redemption provided that holders will be able to exercise their warrants on a

cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption

date and the “fair market value”

of the Class A ordinary shares;

if, and only if, the Reference

Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations

and the like);

if the Reference Value

is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and

the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public

warrants, as described above.

Note 10 —

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

● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like);

● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

10 — Fair Value Measurements

Fair value is defined as the price that would

be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement

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).

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers 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.

The following table presents information about

the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy

of the valuation inputs the Company utilized to determine such fair value:

Warrant liabilities –

Public warrants

Warrant liabilities –

Private warrants

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

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;

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.

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30,

2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Warrant liabilities – Public warrants

Warrant liabilities – Private warrants

Total Warrant liabilities

The Company utilizes a Monte Carlo simulation

model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations.

The estimated

fair value of the warrant liability is determined using Level 3 inputs.

Inherent in a binomial options pricing model are assumptions

related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility

of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants.

The risk-free interest

rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of

the warrants.

The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

The dividend rate is

based on the historical rate, which the Company anticipates to remain at zero.

The aforementioned warrant liabilities are not subject to qualified

hedge accounting.

There were no transfers between Levels 1, 2 or 3 during the quarter

ended March 31, 2021.

The following table provides quantitative information

regarding Level 3 fair value measurements:

Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants.

The subsequent measurement of the Public

Warrants as of June 30, 2021, is classified as Level 1 due to the use of an observable market quote in an active market.

Company utilizes a Monte Carlo simulation model to value the private placement warrants at each reporting period, with changes in fair

value recognized in the statement of operations.

The estimated fair value of the warrant liability is determined using Level 3 inputs.

Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest

rate and dividend yield.

The Company estimates the volatility of its ordinary shares based on historical volatility that matches the

expected remaining life of the warrants.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant

date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants is assumed to be equivalent

to their remaining contractual term.

The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

aforementioned warrant liabilities are not subject to qualified hedge accounting.

were no transfers between Levels 1, 2 or 3 during the quarter ended June 30, 2021, other than the transfer of Public warrants liabilities

from Level 3 to Level 1 .

following table provides quantitative information regarding Level 3 fair value measurements:

Term (in years)

1 unchanged sentence

Dividend yield

The following table presents the changes in the fair value

of warrant liabilities:

following table presents the changes in the fair value of warrant liabilities:

Fair value as of January 1, 2021

1 unchanged sentence

Change in valuation inputs or other assumptions

Fair value as of March 31, 2021

The Company recognized gains in connection with

changes in the fair value of warrant liabilities of $4,169,666 within change in fair value of warrant liabilities in the Statement of

Operations during the three months ended March 31, 2021.

Note 11 —

( 1,035,000 )

( 1,787,000 )

Fair value as of June 30, 2021

Company recognized gains in connection with changes in the fair value of warrant liabilities of $ 1,787,000 within change in fair value

of warrant liabilities in the Statement of Operations for the period from March 2, 2021 (IPO) to June 30, 2021.

11 — 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 adjustment or disclosure in the financial statements.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations.

References to the “Company,”

“our,”

“us”

or “we”

refer to Freedom Acquisition I Corp.

The following discussion and analysis of

the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial

statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set

forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”).

We have based these forward-looking statements on our current expectations and

projections about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions

about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future

results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can

identify forward-looking statements by terminology such as “may,”

“should,”

“could,”

“would,”

“expect,”

“plan,”

“anticipate,”

“believe,”

“estimate,”

“continue,”

or the negative of such terms or other similar expressions.

Such statements include, but are not limited to, possible business combinations

and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q.

Factors that might cause

or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”)

We are a blank check

company incorporated as a Cayman Islands exempted company on December 23, 2020 for the purpose of effecting a merger, share exchange,

asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

Our Sponsor is Freedom Acquisition I LLC, a Cayman Islands limited liability company (“Sponsor”).

The registration statement

for our initial public offering (the “Initial Public Offering”) became effective on February 25, 2021.

On March 2, 2021,

we consummated the Initial Public Offering of 34,500,000 units, which included the exercise of the underwriters’

option to purchase

an additional 4,500,000 units at the Initial Public Offering price to cover over-allotments (the “Units”, and, with respect

to the Class A ordinary shares included in the Units, the “Public Shares”

and, with respect to the one-fourth of one redeemable

warrant included in the Units, the “Public Warrants”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and

incurring offering costs of approximately $19.18 million, inclusive of approximately $12.08 million in deferred underwriting commissions.

Simultaneously with the

closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 6,266,667 warrants (each,

a “Private Placement Warrant”

and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private

Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.4 million.

Upon the closing of the

Initial Public Offering and the Private Placement, approximately $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public

Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in

the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government

securities”

within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money

market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations, as determined by us, until the earlier of:

(i) the completion of a Business Combination and (ii) the

distribution of the Trust Account as described below.

If we have not completed

a Business Combination within 24 months from the closing of the Initial Public Offering, or March 2, 2023 (the “Combination Period”),

we will (i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business

days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes,

if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which

redemption will completely extinguish Public Shareholders’

rights as shareholders (including the right to receive further liquidation

distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining

shareholders and the board of directors, liquidate and dissolve, subject, in each case, to our obligations under Cayman Islands law to

provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions

with respect to our outstanding warrants, which will expire worthless if we fail to consummate a Business Combination within the Combination

Results of Operations

We have neither engaged in any operations nor generated any revenues

Our only activities since inception have been organizational activities, those necessary to prepare for our Initial Public Offering

and identifying a target company for our Business Combination.

We do not expect to generate any operating revenues until after completion

of our Business Combination.

We generate non-operating income in the form of interest income on cash and cash equivalents held in the

Trust Account.

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as for due diligence expenses.

For the three months ended March 31, 2021, we had a net income of $3,384,112.

We incurred $220,628 of formation and operating costs consisting mostly of general and administrative expenses.

We had investment income

of $10,352 on our amounts held in the Trust Account for the three months ended March 31, 2021.

As a result of the restatement

described in Note 2 “Restatement of Previously Issued Financial Statements”

to the financial statements included herein, we

classify the Warrants issued in connection with our Initial Public Offering and Private Placement as liabilities at their fair value and

adjust the Warrants to fair value at each reporting period.

These liabilities are subject to remeasurement at each balance sheet date

until exercised, and any change in fair value is recognized in our statement of operations.

As part of the reclassification to Warrant

liability, we reclassed a portion of the offering costs associated with the Initial Public Offering originally charged to shareholders’

equity to an expense in the statement of operations in the amount of $575,278 based on a relative fair value basis.

For the three months

ended March 31, 2021, the change in fair value of the Warrants was a decrease in the liability of approximately $4,169,666.

Liquidity and Capital

As of March 31, 2021, we had cash outside the Trust Account of $764,593

available for working capital needs.

All remaining cash held in the Trust Account are generally unavailable for the Company’s use,

prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem ordinary shares.

of March 31, 2021, none of the amount in the Trust Account was available to be withdrawn as described above.

Through March 31, 2021, the Company’s liquidity needs were satisfied

through receipt of $25,000 from the sale of the founder shares, and the remaining net proceeds from the Initial Public Offering and the

sale of Private Placement Warrants.

The Company anticipates

that the $764,593 outside of the Trust Account as of March 31, 2021, will be sufficient to allow the Company to operate for at least the

next 12 months, assuming that a Business Combination is not consummated during that time.

Until consummation of our Business Combination,

the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6 to our

financial statements) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which

is described in Note 6 to our financial statements), for identifying and evaluating prospective acquisition candidates, performing business

due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses,

reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring,

negotiating and consummating the Business Combination.

Contractual Obligations

We do not have any long-term

debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

Critical Accounting

This management’s

discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements,

which have been prepared in accordance with U.S.

The preparation of these unaudited condensed financial statements requires us to

make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent

assets and liabilities in our financial statements.

On an ongoing basis, we evaluate our estimates and judgments, including those related

to fair value of financial instruments and accrued expenses.

We base our estimates on historical experience, known trends and events and

various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments

about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these

estimates under different assumptions or conditions.

There have been no significant changes in our critical accounting policies as discussed

in the Form 8-K and the final prospectus filed by us with the SEC on March 9, 2021 and March 1, 2021, respectively.

Restatement of Previously Issued Financial

On April 12, 2021, the Staff of the SEC issued

a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition

Companies.”

In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms

that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as us.

As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special

purpose acquisition companies, we re-evaluated the accounting for Public Warrants and Private Placement Warrants, collectively (the “Warrants”)

under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and concluded that they do not meet the

criteria to be classified in shareholders’

Since the Warrants meet the definition of a derivative under ASC 815-40, the

Company has restated the financial statements to classify the Warrants as liabilities on the balance sheet at fair value, with subsequent

changes in their respective fair values recognized in the statement of operations at each reporting date.

See Note 2 to the condensed

financial statement (unaudited) included under Part I, Item 1.

Derivative Warrant Liabilities

We do not use derivative instruments to hedge exposures to cash flow,

market, or foreign currency risks.

We evaluate all of our financial instruments, including issued share purchase warrants, to determine

if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15.

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

at the end of each reporting period.

We issued an aggregate of 14,891,667 Warrants in connection with our

Initial Public Offering and Private Placement, which, as a result of the restatement described in Note 2 “Restatement of Previously

Issued Financial Statements”

to the financial statements included herein, are recognized as derivative liabilities in accordance

with ASC 815-40.

Accordingly, we recognize the Warrants as liabilities at fair value and adjust the instruments to fair value at each

reporting period.

The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value

is recognized in the Company’s statement of operations.

The fair value of the Warrants issued in connection with our Initial Public

Offering and Private Placement has been estimated using Monte Carlo simulations at each measurement date.

Class A Ordinary Shares Subject to Possible

The Company accounts for its Class A ordinary

shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”

Class A ordinary shares subject to mandatory redemption (if any) are classified as 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, Class A ordinary shares are classified as shareholders’

The Company’s Class

A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the

occurrence of uncertain future events.

Accordingly, as of March 31, 2021, 31,633,297 shares of Class A ordinary shares subject to possible

redemption are presented at redemption value as temporary equity, outside of the shareholders’

equity section of the Company’s

balance sheet.

Net income per Ordinary Share

Net income per Class

A ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.

Company applies the two-class method in calculating earnings per share.

Class A ordinary shares subject to possible redemption at

March 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic

net income per Class A ordinary shares since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings.

The Company has not considered the effect of Warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate

14,891,667 Class A ordinary shares in the calculation of diluted loss per share, since the exercise of the Warrants into Class A ordinary

shares is contingent upon the occurrence of future events.

As a result, diluted net income per Class A ordinary share is the same as basic

net income per Class A ordinary share for the period presented.

Recent Accounting

Pronouncements

Our management does not

believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the

accompanying unaudited condensed financial statements.

Off-Balance Sheet Arrangements

As of March 31, 2021,

we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation

The Jumpstart Our Business

Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for

qualifying public companies.

We qualify as an “emerging growth company”

and under the JOBS Act are allowed to comply with

new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay

the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the

relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, the unaudited condensed

financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company

effective dates.

Additionally, we are

in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

certain conditions set forth in the JOBS Act, if, as an “emerging growth company,”

we choose to rely on such exemptions we

may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over

financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth

public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted

by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about

the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items

such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee

compensation.

These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until

we are no longer an “emerging growth company,”

whichever is earlier.

Quantitative and Qualitative Disclosures

About Market Risk

We are a smaller reporting

company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required

under this item.

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements

Based upon this review, the Company did not identify any subsequent events that would have required adjustment 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-Q

Item 1. Financial Statements