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Item 1. Financial Statements

2021-11-15 compared with 2021-08-16 · 468 added, 324 removed, 368 unchanged (68% of the section changed)

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CONDENSED BALANCE SHEETS

September 30,

Current assets:

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Total liabilities

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

Class A Ordinary shares subject to possible redemption 34,500,000 and 0 shares subject to possible redemption at redemption value at September 30, 2021 and December 31, 2020, respectively

Shareholders’ equity:

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200,000,000 shares authorized

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 June 30, 2021 and December 31, 2020, respectively

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

Additional paid-in capital

Accumulated earnings (deficit)

Total shareholders’ equity

Total liabilities and shareholders’ equity

Accumulated deficit

( 20,680,180 )

Total shareholders’ equity (deficit)

( 20,679,317 )

Total liabilities, redeemable ordinary shares and shareholders’ equity (deficit)

$ 346,482,917

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

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CONDENSED STATEMENT OF OPERATIONS

September 30,

Operating costs

Loss from operations

( 1,022,553 )

Other income/(expense)

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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

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

Weighted average shares outstanding, Non-redeemable ordinary shares

Basic and diluted net income per share, Non-redeemable

Total other income

Weighted average shares outstanding, Class A ordinary shares

Basic and diluted net income per share, Class A ordinary shares

Weighted average shares outstanding, Class B ordinary shares

Basic and diluted net income per share, Class B ordinary shares

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

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CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

THE THREE MONTHS ENDED JUNE 30, 2021

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

Ordinary shares

Shareholders’

Balance as of March 31, 2021

Balance as of December 31, 2020

Sale of Units in Initial Public Offering, net of underwriter fee

Sale of private placement, net

Class A ordinary shares subject to possible redemption

( 34,500,000 )

Accretion of Class A ordinary shares subject to possible redemption

( 1,904,137 )

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

Sale of Units in Initial Public Offering, net of underwriter fee

Sale of private placement

Initial fair value of warrants accounted for as liabilities

( 27,046,507 )

( 28,950,644 )

Underwriter discount

Restated Balance as of March 31, 2021 (Unaudited), See

$ ( 23,667,889 )

$ ( 23,667,026 )

Deferred underwriter discount

( 2,796,798 )

Other offering cost charged to Shareholders’ equity

Reclassification of offering cost related to warrant issuance

Class A ordinary shares subject to possible redemption

Restated Balance as of June 30, 2021 (Unaudited), See

$ ( 26,464,687 )

$ ( 26,463,824 )

Balance as of September 30, 2021 (Unaudited)

$ ( 20,680,180 )

Balance as of June 30, 2021 (Unaudited)

$ ( 20,679,317 )

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

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CONDENSED STATEMENT OF CASH FLOWS

THE SIX MONTHS ENDED JUNE 30, 2021

THE NINE MONTHS ENDED SEPTEMBER 30, 2021

Cash Flows from Operating Activities:

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( 1,023,194 )

Accounts payable

Accounts payable and accrued expenses

Net cash used in operating activities

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Cash - Ending

Supplemental Disclosure of Non-cash Financing Activities:

Supplemental disclosure of noncash financing activities:

Initial value of Class A ordinary shares subject to possible redemption

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Initial value of warrant liabilities

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

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

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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

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

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

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

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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.

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

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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.

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 shares.

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

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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.

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

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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).

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

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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

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

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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.

of September 30, 2021, the Company had cash outside the Trust Account of $ 381,890 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 September 30, 2021, none of the amount in the

Trust Account was available to be withdrawn as described above.

September 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 $ 381,890 outside of the Trust Account as of September 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 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.

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

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the resulting market downturn.

2 — Restatement of Previously Furnished Financial Statements

connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should

restate its previously reported financial statements.

The Company previously determined the ordinary shares subject to possible redemption

to be equal to the redemption value of $ 10.00 per ordinary shares while also taking into consideration its amended and restated memorandum

and articles of association’s requirement that a redemption cannot result in net tangible assets being less than $ 5,000,001 .

review of its financial statements for the period ended September 30, 2021, the Company reevaluated the classification of the ordinary

shares and determined that the ordinary shares issued during the Initial Public Offering and pursuant to the exercise of the underwriters’

overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s

control under ASC 480-10-S99.

Therefore, management concluded that the carrying value should include all ordinary shares subject to possible

redemption, resulting in the ordinary shares subject to possible redemption being classified as temporary equity in its entirety.

a result, management has noted a reclassification adjustment related to temporary equity and permanent equity.

This resulted in an adjustment

to the initial carrying value of the ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital

(to the extent available), accumulated deficit and ordinary shares.

connection with the change in presentation for the ordinary shares subject to redemption, the Company also restated its earnings per

share calculation to allocate net income (loss) evenly to ordinary shares subject to redemption and those that are not subject to redemption.

This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share

pro rata in the income (loss) of the Company.

The Company is reporting the restatements to those periods in this Quarterly Report.

has been no change in the Company’s total assets, liabilities or operating results.

impact of the restatement on the Company’s financial statements is reflected in the following table:

Balance Sheet as of March 2, 2021 (as restated in footnote 2 of

form 10Q filed on May 24, 2021 and May 28, 2021, respectively)

Ordinary shares subject to possible redemption ($)

$ 312,365,640

$ 345,000,000

Ordinary shares Class A, $0.0001 par value

Ordinary shares Class B, $0.0001 par value

Additional Paid in Capital

( 5,587,527 )

Accumulated Deficit

( 27,046,507 )

( 27,635,214 )

Total Shareholders' Equity (Deficit)

$ ( 32,634,360 )

$ ( 27,634,351 )

Number of shares subject to redemption

Balance Sheet as of March 31, 2021 (per form 10-Q filed on May

Ordinary shares subject to possible redemption ($)

$ 316,332,970

$ 345,000,000

Ordinary shares Class A, $0.0001 par value

Ordinary shares Class B, $0.0001 par value

Additional Paid in Capital

( 1,620,236 )

Retained Earnings (Accumulated Deficit)

( 27,046,507 )

( 23,667,889 )

Total Shareholders' Equity (Deficit)

$ ( 28,667,030 )

$ ( 23,667,026 )

Number of shares subject to redemption

Unaudited Statement of Operations for the

three months ended March 31,

2021 as adjusted for Temporary Equity related to Public Shares

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

Basic and diluted weighted average shares outstanding, ordinary shares not subject to redemption

( 2,208,404 )

EPS - Redeemable Shares

EPS - Non-Redeemable Shares

Balance Sheet as of June 30, 2021 (per form 10-Q filed on August

Ordinary shares subject to possible redemption ($)

$ 313,536,170

$ 345,000,000

Ordinary shares Class A, $0.0001 par value

Ordinary shares Class B, $0.0001 par value

Additional Paid in Capital

( 4,417,008 )

Retained Earnings (Accumulated Deficit)

( 27,046,507 )

( 26,464,687 )

Total Shareholders' Equity (Deficit)

$ ( 31,463,830 )

$ ( 26,463,824 )

Number of shares subject to redemption

Unaudited Statement of Operations for the three and six months ended

June 30, 2021 as adjusted for Temporary Equity related to Public Shares

Three months ended June 30, 2021

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

Basic and diluted weighted average shares outstanding, ordinary shares not subject to redemption

( 2,866,703 )

EPS - Redeemable Shares

EPS - Non-Redeemable Shares

Six months ended June 30, 2021

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

Basic and diluted weighted average shares outstanding, ordinary shares not subject to redemption

( 1,964,142 )

EPS - Redeemable Shares

EPS - Non-Redeemable Shares

Cash Flows as of March 31, 2021 (per form 10-Q filed on May

Supplemental Disclosure of Non-cash Financing Activities:

Initial value of Class A ordinary shares subject to possible redemption

$ 312,365,640

$ 345,000,000

Initial value of warrant liabilities

$ ( 3,967,330 )

Cash Flows as of June 30, 2021 (per form 10-Q filed on August

Supplemental Disclosure of Non-cash Financing Activities:

Initial value of Class A ordinary shares subject to possible redemption

$ 312,365,640

$ 345,000,000

Initial value of warrant liabilities

$ ( 1,170,530 )

3 — Significant Accounting Policies

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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.

for the three and nine months ended September 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

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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.

Company did not have any cash equivalents as of September 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.

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

Treasury securities.

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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.

of September 30, 2021, investment in the Company’s Trust Account consisted of $ 951 in cash and $ 345,076,882 in U.S.

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.

Treasury Securities will mature on December 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:

on September 30, 2021 are as follows:

Amortized Cost

Fair Value as of

September 30,

Treasury Securities

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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

At September 30, 2021 and December 31, 2020,

the Company has not experienced losses on this account.

Ordinary 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

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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.

Accordingly, as of September 30, 2021 and December 31, 2020, 34,500,000 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.

Net Income Per Common Share

The Company has two classes of shares, which are

referred to as Class A ordinary shares and Class B ordinary shares.

Earnings and losses are shared pro rata between the two classes of

The 14,891,667 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted

earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies

have not yet been met.

As a result, diluted net loss per common share is the same as basic net loss per common share for the periods.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for

each class of ordinary shares:

Three Months Ended

Ordinary shares subject to possible redemption

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

September 30,

Nine Months Ended

September 30,

Basic and diluted net income per share:

Allocation of net income

Weighted average shares outstanding

Basic and diluted net income per share

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 September 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’

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

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

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

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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.

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

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

After the Public Warrants were separately

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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

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 authorities.

There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020.

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 September 30, 2021 and December 31, 2020, 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.

is currently no taxation imposed on income by the Government of the Cayman Islands.

4 unchanged sentences

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

Recent Accounting Standards

In August 2020, the Financial

Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with

Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)

(“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that require

separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception

guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional

disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.

ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted

beginning on January 1, 2021.

The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position,

results of operations or cash flows.

Management does not believe

that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on

the Company’s financial statements.

Note 4 — Initial Public Offering

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

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 — Private Placement Warrants

Simultaneously

2 unchanged sentences

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

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;

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.

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 — Related Party Transactions

Founder Shares

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”).

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.

Note — Related Party

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

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

1 unchanged sentence

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

As of September 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 services.

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 September 30, 2021 and for the period from February 25, 2021 (Effective Date) to September

30, 2021, the Company incurred $ 30,000 and $ 69,667 in expenses in connection with such service.

Working Capital Loans

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

2 unchanged sentences

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.

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.

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

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.

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 September 30, 2021 and December 31, 2020, the Company

had no borrowings under the Working Capital Loans.

Note 7 — Commitments & Contingencies

Registration Rights

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

8 unchanged sentences

connection with the filing of any such registration statements.

Underwriters Agreement

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

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.

Note 8 — Shareholder’s Equity

Preference shares —

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

At September 30,

2021 and December 31, 2020, 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 September 30, 2021

and December 31, 2020, there were 34,500,000 and 0 shares of Class A ordinary shares outstanding, all of which is 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 September 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

6 unchanged sentences

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,

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.

1 unchanged sentence

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

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 — Warrants

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.

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

9 unchanged sentences

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):

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):

● in whole and not in part;

2 unchanged sentences

● 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:

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:

● in whole and not in part;

2 unchanged sentences

● 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

Note 10 — Fair Value 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

5 unchanged sentences

These tiers include:

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:

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 September 30, 2021 and indicates

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

September 30,

Warrant liabilities – Public warrants

3 unchanged sentences

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.

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

The 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.

Inherent in a binomial

options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend

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.

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:

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 September 30, 2021, other than the transfer of Public warrants liabilities from Level 3 to Level 1.

The following table provides quantitative information

regarding Level 3 fair value measurements:

September 30,

Term (in years)

1 unchanged sentence

Dividend yield

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

The following table presents the changes

in the fair value of warrant liabilities:

Fair value as of January 1, 2021

4 unchanged sentences

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

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.

Change in valuation inputs or other assumptions

( 3,536,250 )

( 2,569,333 )

( 6,105,583 )

Fair value as of September 30, 2021

The Company recognized gains

in connection with changes in the fair value of warrant liabilities of $ 7,892,583 within change in fair value of warrant liabilities in

the Statement of Operations for the period from March 2, 2021 (IPO) to September 30, 2021.

The following table presents

a summary of the changes in the fair value of level 3 warrant liabilities:

Fair value as of January 1, 2021

Initial measurement on March 2, 2021

Transfer to Level 1

( 10,350,000 )

Change in fair value

( 3,321,333 )

Fair value as of September 30, 2021

Note 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.

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