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Item 1. Financial Statements

2022-05-23 compared with 2021-11-15 · 475 added, 543 removed, 293 unchanged (78% of the section changed)

Financial Statements

ACQUISITION I CORP.

FREEDOM ACQUISITION

CONDENSED BALANCE SHEETS

September 30,

Current assets:

Prepaid expenses - short term

Deferred offering costs associated with IPO

Total current assets

2 unchanged sentences

$ 345,952,551

Liabilities and Shareholders’ Equity

$ 346,220,403

Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit

Current liabilities:

4 unchanged sentences

Total Liabilities

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:

Commitments and Contingencies (See Note 6)

Class A Ordinary shares subject to possible redemption 34,500,000 and 0 shares subject to possible redemption at redemption value at March 31, 2022 and December 31, 2021

Shareholders’ Deficit:

Preference shares, $ 0.0001 par value;

1,000,000 shares authorized;

none issued or outstanding

none issued or outstanding at March 31, 2022 and December 31, 2021

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized

200,000,000 shares authorized at March 31, 2022 and December 31, 2021

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 September 30, 2021 and December 31, 2020, respectively

8,625,000 shares issued and outstanding at March 31, 2022 and December 31, 2021

Additional paid-in capital

1 unchanged sentence

( 20,628,070 )

Total shareholders’ equity (deficit)

( 21,923,351 )

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

Total shareholders’ deficit

( 20,627,207 )

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

ACQUISITION I CORP.

CONDENSED STATEMENT OF OPERATIONS

September 30,

( 21,922,488 )

Total liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit

$ 345,952,551

$ 346,220,403

The accompanying notes

are an integral part of these unaudited condensed financial statements.

FREEDOM ACQUISITION

UNAUDITED CONDENSED

STATEMENTS OF OPERATIONS

Operating costs

7 unchanged sentences

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 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, 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.

ACQUISITION I CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

The accompanying notes

are an integral part of these unaudited condensed financial statements.

FREEDOM ACQUISITION

UNAUDITED CONDENSED

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS

ENDED MARCH 31, 2022 AND MARCH 31, 2021

Ordinary Shares

1 unchanged sentence

Balance as of December 31, 2021

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

Sale of private placement, net

Class A ordinary shares subject to possible redemption

$ ( 21,923,351 )

Accretion of Class A ordinary shares subject to possible redemption

$ ( 21,922,488 )

( 27,046,507 )

( 28,950,644 )

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

Balance as of March 31, 2022

$ ( 20,628,070 )

$ ( 20,627,207 )

Ordinary Shares

Shareholders’

(Deficit) Equity

Balance as of December 31, 2020

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

Cash paid in excess of fair value for private placement warrants

Class A ordinary shares subject to possible redemption

( 34,500,000 )

Remeasurement of Class A ordinary shares subject to possible

( 1,904,137 )

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

( 27,046,507 )

( 28,950,644 )

Balance as of September 30, 2021 (Unaudited)

Balance as of March 31, 2021

$ ( 23,667,889 )

$ ( 23,667,026 )

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

ACQUISITION I CORP.

CONDENSED STATEMENT OF CASH FLOWS

THE NINE MONTHS ENDED SEPTEMBER 30, 2021

The accompanying notes

are an integral part of these unaudited condensed financial statements.

FREEDOM ACQUISITION

UNAUDITED CONDENSED

STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on trust account

Interest earned on marketable securities held in Trust Account

Change in fair value of warrant liabilities

( 2,382,667 )

( 4,169,666 )

Offering costs allocated to warrants

Changes in current assets and current liabilities:

Prepaid assets

Prepaid expenses

( 1,407,333 )

17 unchanged sentences

Supplemental disclosure of noncash financing activities:

Initial value of Class A ordinary shares subject to possible redemption

$ 345,000,000

Initial value of warrant liabilities

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

Deferred offering costs paid under promissory note

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

ACQUISITION I CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Initial value of warrant liabilities

The accompanying notes

are an integral part of these unaudited condensed financial statements.

FREEDOM ACQUISITION

NOTES TO CONDENSED FINANCIAL STATEMENTS

1 — Organization and Business Operations

8 unchanged sentences

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

The Company has selected December 31

as its fiscal year end.

of 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.

The Company will not generate any operating revenues until

after the completion of its initial business combination, at the earliest.

The Company will generate non-operating income in the form

of interest income on cash and cash equivalents from the proceeds derived from the IPO.

Company’s sponsor is Freedom Acquisition I LLC, a Cayman Islands limited liability company (the “Sponsor”).

of March 31, 2022, the Company had not yet commenced any operations.

All activity through March 31, 2022, relates to the Company’s

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

The Company will

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

The Company will

generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

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

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

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

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.

4 unchanged sentences

$ 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.

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

of operations with the rest of the offering cost charged to shareholders’ deficit.

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

Class A ordinary shares.

Trust Account

the closing of the IPO on March 2, 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.

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

3 unchanged sentences

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

6 unchanged sentences

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

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

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

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

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

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

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

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

In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 either

immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the

issued and outstanding shares voted are voted in favor of the Business Combination.

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

11 unchanged sentences

the Combination Period.

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

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

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

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

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

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

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

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

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

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

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

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

written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the

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

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

the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective

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

enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain

liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified

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

only assets are securities of the Company.

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

of 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.

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

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

the business combination.

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

or third parties.

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

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

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

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

and Uncertainties

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

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

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

based on the rapid increase in exposure globally.

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

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

and spread of the outbreak and related advisories and restrictions.

These developments and the impact of the COVID-19 outbreak

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

If the financial markets and/or the overall

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

Additionally,

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

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

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

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

initial business combination in a timely manner.

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

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

the resulting market downturn.

2 — 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 )

Therefore, the Company cannot assure that its Sponsor would be able to satisfy those

of March 31, 2022, the Company had cash outside the Trust Account of $ 78,404 available for working capital needs.

All remaining cash

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

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

As of March 31, 2022, none of the amount in the Trust Account was

available to be withdrawn as described above.

Company may raise additional capital through loans or additional investments from the Sponsor or an affiliate of the Sponsor or certain

of its directors and officers.

The Sponsor may, but is not obligated to, lend the Company funds, from time to time in whatever amounts

it deems reasonable in its sole discretion, to meet the Company’s working capital needs.

There can be no assurance that the Company

will be able to obtain additional financing, however.

Moreover, the Company may need to obtain additional financing either to complete

its Business Combination or because the Company becomes obligated to redeem a significant number of its public shares upon consummation

of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business

Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with

the completion of its Business Combination.

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 a potential transaction 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.

Going Concern

connection with the Company’s assessment of going concern considerations in accordance with ASC Topic 205-40 Presentation of Financial

Statements – Going Concern, pursuant to its Amended and Restated Certificate of Incorporation, the Company has until March 2, 2023

(absent any extensions of such period with shareholder approval) to consummate a Business Combination.

If a Business Combination is not

consummated by this date, or its shareholders have not approved an extension, there will be a mandatory liquidation and subsequent dissolution

of the Company.

Although the Company intends to consummate a Business Combination on or before March 2, 2023, and may seek an extension,

it is uncertain that the Company will be able to consummate a Business Combination, or obtain an extension, by this time.

This, as well

as its liquidity condition, raise substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have

been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 2, 2023.

Risks and Uncertainties

is currently evaluating the impact of the COVID-19 pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible

that the virus and war could have a negative effect on the Company’s financial position, results of its operations and/or search

for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements.

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

2 — Significant Accounting Policies

of Presentation

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

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

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

Securities and Exchange Commission (“SEC”).

Certain information or footnote

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

rules and regulations of the SEC for interim financial reporting.

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

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

10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”).

Certain information or footnote disclosures

normally included in unaudited condensed financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant

to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes

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

In the opinion of management, the

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

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

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

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

The interim results

for the three and 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

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities

Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden

parachute payments not previously approved.

In the opinion of management, the accompanying

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

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

accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K for the year ended

December 31, 2021 as filed with the SEC on April 13, 2022, which contains the audited financial statements and notes thereto.

results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December

31, 2022 or for any future interim periods.

Emerging Growth Company Status

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our

Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

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

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

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

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

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

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

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

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

and the reported amounts of expenses during the reporting period.

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

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply

to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of the Company’s unaudited condensed financial statements

with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the

extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

preparation of unaudited condensed financial statements in conformity with US GAAP requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets

and liabilities at the date of the unaudited condensed financial statements and the reported

amounts of expenses during the reporting period.

Actual results could differ from those estimates.

and Cash Equivalents

Cash and Cash Equivalents

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

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

Held in Trust Account

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

Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021.

Investments Held in Trust

March 31, 2022 and December 31, 2021, the assets held in the Trust Account were held in cash and U.S.

Treasury securities.

The Company classifies its United

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

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

classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board

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

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

Held-to-maturity treasury securities

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

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

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

of March 31, 2022, investment in the Company’s Trust Account consisted of $ 928 in cash and $ 345,214,616 in U.S.

Treasury Securities.

As of December 31, 2021, investment in the Company’s Trust Account consisted of $ 484 in cash and $ 345,105,197 in U.S.

Treasury Securities.

All of the U.S.

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 September 30, 2021 are as follows:

Amortized Cost

Fair Value as of

September 30,

Treasury Securities (the “T-bills”) were matured on March 3, 2022 and the Company repurchased new T-bills.

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 March 31, 2022 and December 31, 2021 are as follows:

Treasury Securities

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$ 345,221,698

Treasury Securities

$ 345,105,681

$ 345,099,616

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

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the effective-interest method.

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

Such amortization and remeasurement are included in the “interest income” line item in the statements

of operations.

Interest income is recognized when earned.

Concentration

of Credit Risk

Concentration of Credit Risk

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

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

At September 30, 2021 and December 31, 2020,

the Company has not experienced losses on this account.

Ordinary Shares Subject to Possible Redemption

At March 31, 2022 and December 31, 2021, 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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control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

At all other times, ordinary shares are classified as shareholders’ deficit.

The Company’s

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occurrence of uncertain future events.

Accordingly, as of September 30, 2021 and December 31, 2020, 34,500,000 and 0 Class

Accordingly, as of March 31, 2022 and December 31, 2021, 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

September 30,

Nine Months Ended

September 30,

deficit section of the Company’s balance sheets.

Income (loss) Per Ordinary Share

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 shares.

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 months ended March 31, 2022 and March 31, 2021

because the warrants are contingently exercisable, and the contingencies have not yet been met.

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

For the Three

March 31, 2022

For the Three

March 31, 2021

Basic and diluted net income per share:

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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).

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 temporary equity upon the completion of the IPO.

Accordingly, on March 31,

2022, offering costs totaling $ 19,175,922 have been charged to temporary 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’

reclassed to expense as a non-operating expense in the statements of operations with the rest of the offering cost charged to temporary

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

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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.

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

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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.

statements of operations.

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

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After the Public Warrants were separately

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

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

ASC 740 requires the recognition

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

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

ASC 740 additionally

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

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.

In accordance with Cayman income tax regulations,

income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statements.

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

twelve months.

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

Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax

assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements

carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using

enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included

the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits

as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as

of March 31, 2022 and December 31, 2021.

The Company is currently not aware of any issues under review that could result

in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by major

taxing authorities since inception.

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

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

ASU 2020-06 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, 2024 and should be applied on a full or modified retrospective basis, with

early adoption permitted beginning on January 1, 2021.

The guidance was adopted starting January 1, 2022.

Adoption of the ASU did not

impact the Company’s financial position, results of operations or cash flows.

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

on the Company’s unaudited condensed financial statements.

Note 3 — Initial Public

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

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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

of the 34,500,000 Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for

the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer

in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation.

In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption

provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent

Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC

If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes

in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will

become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately

as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

Company recognizes changes in redemption value immediately as they occur.

Immediately upon the closing of the IPO, the Company recognized

the remeasurement from initial book value to redemption amount value.

The change in the carrying value of redeemable ordinary share resulted

in charges against additional paid-in capital and accumulated deficit.

of March 31, 2022 and December 31, 2021, the ordinary share reflected on the balance sheets are reconciled in the following table:

Gross proceeds from IPO

$ 345,000,000

Proceeds allocated to Public Warrants

( 10,350,000 )

Ordinary share issuance costs

( 18,600,644 )

Remeasurement of carrying value to redemption value

Contingently redeemable ordinary share

$ 345,000,000

4 — Private Placement Warrants

Simultaneously

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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

our Initial Public 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

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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;

All share and per-share amounts have been retroactively restated

to reflect the share dividend.

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

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

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

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

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

securities or other property;

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

Any permitted transferees will be

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

Notwithstanding

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

for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading

day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the

initial Business Combination which results in its shareholders having the right to exchange their shares for cash, securities or other

property, the Founder Shares will be released from the Lock-up.

Promissory Note — Related Party

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

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

share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading

days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates

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

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

Note — Related Party

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

note (the “Note”).

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

As of 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.

note (the “Promissory Note”).

This loan is non-interest bearing and payable on the earlier of March 31, 2022 or the completion

As of March 31, 2022 and December 31, 2021, there was no outstanding amounts under the Promissory Note.

Working Capital Loans

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

Up to $ 2,000,000 of

the Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $ 1.50 per

warrant at the option of the lender.

Such warrants would be identical to the Private Placement Warrants.

Except as set forth above, the

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

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

effect to the Note described below, up to $ 1,500,000 of additional 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.

Prior to the completion of the initial Business Combination, the Company does not expect

to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be

willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account.

As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.

April 1, 2022, the Company issued an unsecured promissory note (the “Note”) in the amount of up to $ 500,000 to the Sponsor.

The proceeds of the Note, which may be drawn down from time to time until the Company consummates the initial Business Combination, will

be used for general working capital purposes.

The Note bears no interest and is payable in full upon the earlier to occur of (i) twenty-four

(24) months from the closing of the Initial Public Offering (or such later date as may be extended in accordance with the terms of our

amended and restated memorandum and articles of association) or (ii) the consummation of the Business Combination.

A failure to pay the

principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall

be deemed an event of default, in which case the Note may be accelerated.

Prior to the Company’s first payment of all or any portion

of the principal balance of the Note in cash, the Sponsor has the option to convert all, but not less than all, of the principal balance

of the Note into private placement warrants (the “Conversion Warrants”), each warrant exercisable for one ordinary share of

the Company at an exercise price of $ 1.50 per share.

The terms of the Conversion Warrants would be identical to the Private Placement

The Sponsor shall be entitled to certain registration rights relating to the Conversion Warrants.

The issuance of the Note was

made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Administrative Support Service

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

These are paid on a monthly basis via invoices, and there was no amount due under the Administrative Services Agreement as of

March 31, 2022.

For the three months ended March 31, 2022 and March 31, 2021, the Company did not incur expenses in connection with such

Note 6 — Commitments

& Contingencies

Registration Rights

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event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

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.

7 — Shareholder’s Deficit

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

At March 31, 2022 and December 31, 2021, there were no 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 March 31, 2022 and December 31, 2021, there were 34,500,000 and 0 Class A

ordinary shares outstanding, all of which is subject to possible redemption.

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

value of $ 0.0001 each.

At March 31, 2022 and December 31, 2021, there 8,625,000 Class B ordinary shares issued and outstanding,

respectively.

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.

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.

share and per-share amounts have been retroactively restated to reflect the share dividend.

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

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Note 8 — 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

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

days after the completion of the initial Business Combination;

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

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

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

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

of the state of residence of the holder.

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

or earlier upon redemption or liquidation.

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

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

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

The Company will use its commercially reasonable

efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus

relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.

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

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

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

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

Notwithstanding

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

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

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

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

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

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

In such event,

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

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

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

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

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

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

of exercise is received by the warrant agent.

exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event

of a share dividend or recapitalization, reorganization, merger or consolidation.

In addition, if (x) the Company issues additional

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20

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

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

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

1 unchanged sentence

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

Redemption of Warrants When the

Price per Class A Ordinary Share Equals or Exceeds $18.00

Once the warrants become exercisable,

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

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

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

in whole and not in part;

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).

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:

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

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.

Note 10 — Fair Value Measurements

9 — 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

8 unchanged sentences

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,

The following

table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March

31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair

Investments held in trust account- U.S.

Money Market Fund

Investments held in trust account- U.S.

Treasury Securities

Total Investments held in Trust Account

$ 345,215,544

$ 345,214,616

Warrant liabilities – Public warrants

1 unchanged sentence

Total Warrant liabilities

Investments held in trust account- U.S.

Money Market Fund

Investments held in trust account- U.S.

Treasury Securities

Total Investments held in Trust Account

$ 345,105,681

$ 345,105,197

Warrant liabilities – Public warrants

Warrant liabilities – Private warrants

Total Warrant liabilities

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

The subsequent measurement of the Public

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.

Warrants as of March 31, 2022 and December 31, 2021, is classified as Level 1 due to the use of an observable market quote in an active

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 statements 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

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 yield.

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

remaining life of the warrants.

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

Treasury zero-coupon yield curve on the grant date for a maturity

similar to the expected remaining life of the warrants.

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

contractual term.

Treasury zero-coupon yield curve on the grant date for

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

The expected life of the warrants is assumed to be equivalent to their

remaining contractual term.

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

The aforementioned warrant

liabilities are not subject to qualified hedge accounting.

There were no transfers between Levels 1, 2 or

3 during the quarter ended 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,

The aforementioned

warrant liabilities are not subject to qualified hedge accounting.

no transfers between Levels 1, 2 or 3 during the three months ended March 31, 2022 and March 31, 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:

Term (in years)

1 unchanged sentence

Dividend yield

The 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

3 unchanged sentences

( 3,948,000 )

Fair value as of June 30, 2021

( 9,381,750 )

Fair value as of December 31, 2021

Change in valuation inputs or other assumptions

2 unchanged sentences

( 2,382,667 )

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 March 31, 2022

Company recognized gains in connection with changes in the fair value of warrant liabilities of $ 2,382,667 and $ 4,169,666 within change

in fair value of warrant liabilities in the Statements of Operations for the three months ended March 31, 2022 and March 31, 2021, respectively.

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

Change in fair value

Fair value as of March 31, 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.

Fair value as of December 31, 2021

Change in fair value

Fair value as of March 31, 2022

10 — Subsequent Events

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

statements were issued.

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

or disclosure in the unaudited condensed financial statements except as shown below.

April 1, 2022, the Company issued an unsecured promissory note (the “Note”) in the amount of up to $ 500,000 to the Sponsor.

The proceeds of the Note, which may be drawn down from time to time until the Company consummates the initial Business Combination, will

be used for general working capital purposes (See Note 5).

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