What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-11-15 compared with 2021-08-16 · 173 added, 184 removed, 66 unchanged (84% of the section changed)

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

Management’s Discussion and Analysis of

Financial Condition and Results of Operations.

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

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

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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”).

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” and, together with the Public

Warrants, the “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.

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

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

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” and, together with the

Public Warrants, the “Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds

of approximately $9.4 million.

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”),

(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;

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

Results of Operations

and Known Trends or Future Events

We have neither engaged in any operations nor

generated any revenues to date.

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 initial Business Combination.

We do not expect to generate any operating

revenues until after completion of our initial 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 June 30, 2021, we had a net loss of $2,796,798, which consisted of $448,441 of operating costs consisting mostly of general and

administrative expenses, foreign currency exchange loss of $581 and unrealized loss on change in fair value of warrant liability of $2,382,666,

Results of Operations and Known Trends or Future

We have neither engaged in

any operations nor generated any revenues to date.

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 initial Business Combination.

We do not expect to

generate any operating revenues until after completion of our initial 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

September 30, 2021, we had a net income of $5,784,507, which consisted of $353,484 of operating costs consisting mostly of general and

administrative expenses, foreign currency exchange loss of $183 and unrealized gain on change in fair value of warrant liability of $6,105,583,

offset by investment income of $32,591 on our amounts held in the Trust Account.

For the six months

ended June 30, 2021, we had a net income of $587,134, which consisted of unrealized gain on change in fair value of warrant

liability of $1,787,000 and investment income of $45,242 on our amounts held in the Trust Account, offset by $669,069 of operating

costs consisting mostly of general and administrative expenses, foreign currency exchange loss of $581 and offering expenses related

to warrant issuance of $575,278.

We classify the Warrants

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

instruments 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.

For the nine months ended

September 30, 2021, we had a net income of $6,371,821, which consisted of unrealized gain on change in fair value of warrant liability

of $7,892,583 and investment income of $77,833 on our amounts held in the Trust Account, offset by $1,022,553 of operating costs consisting

mostly of general and administrative expenses, foreign currency exchange loss of $764 and offering expenses related to warrant issuance

We classify the Warrants issued

in connection with our Initial Public Offering and Private Placement as liabilities at their fair value and adjust the warrant instruments

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

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

For the three months ended June 30, 2021,

the change in fair value of the Warrants was an increase in the liability of $2,382,666.

For the period from the Initial Public Offering

to June 30, 2021, the change in fair value of the Warrants was a decrease in the liability of approximately $1,787,000.

Liquidity and Capital

As of June 30, 2021,

For the three months ended September 30,

2021, the change in fair value of the Warrants was a decrease in the liability of $6,105,583.

For the period from the Initial Public

Offering to September 30, 2021, the change in fair value of the Warrants was a decrease in the liability of approximately $7,892,583.

Liquidity and Capital Resources

As of September 30, 2021,

we had cash outside the Trust Account of $381,890 available for working capital needs.

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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.

Through 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 Initial Public Offering and the sale of Private Placement Warrants.

The 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

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 Initial Public Offering and the sale of Private Placement Warrants.

The 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 twelve (12) months, assuming that a Business Combination is not consummated during that time.

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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 a 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.

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.

We classify the Warrants

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

instruments 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.

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 a 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

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

adjust the warrant instruments 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.

Contractual Obligations

We do not have any long-term

debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities other than described

We have an agreement

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

We began incurring these fees on February 25, 2021 and will continue to incur these fees monthly until the earlier of the completion of

the Business Combination and our liquidation.

We have an agreement

to pay the underwriters of our Initial Public Offering a deferred fee of $12,075,000 in the aggregate, which will become payable to them

from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms

of the underwriting agreement.

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, except for Amendment

1 on Form 8-K/A filed by the Company on May 28, 2021 to amend and restate the Company’s audited balance sheet to reflect the

classification of the Company’s Warrants as a liability, in accordance with the SEC’s Staff Statement on Accounting and Reporting

Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) dated April 12, 2021 (the “SEC

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

do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term

liabilities other than described below.

have an agreement to pay the Sponsor a total of up to $10,000 per month for office space, utilities and secretarial and administrative

support services.

We began incurring these fees on February 25, 2021 and will continue to incur these fees monthly until the earlier of

the completion of the Business Combination and our liquidation.

have an agreement to pay the underwriters of our Initial Public Offering a deferred fee of $12,075,000 in the aggregate, which will become

payable to them from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject

to the terms of the underwriting agreement.

Critical Accounting Policies

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,

except for Amendment No.

1 on Form 8-K/A filed by the Company on May 28, 2021 to amend and restate the Company’s audited balance

sheet to reflect the classification of the Company’s Warrants as a liability, in accordance with the SEC’s Staff Statement

on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) dated April

12, 2021 (the “SEC Statement”).

Class A 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

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

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control and subject to the occurrence of uncertain future events.

Accordingly, as of June 30, 2021, 31,353,617 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.

Derivative Warrant

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.

The 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 are recognized as derivative liabilities in accordance with

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

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 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

Accordingly, as of September 30, 2021, 34,500,000 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 condensed balance sheet.

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.

The 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 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 Private Placement Warrants has been

estimated using Monte Carlo simulations at each measurement date.

The fair value of 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.

Net Income (Loss) 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 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.

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.

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 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

Recent Accounting Pronouncements

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 June 30, 2021,

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

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

of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii)

of Regulation S-K.

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.

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.

Subject to 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

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we are no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures

About Market Risk

Quantitative and Qualitative

Disclosures About Market Risk

We are a smaller reporting

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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 2. Management’s Discussion and Analysis