What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-05-23 compared with 2021-11-15 · 205 added, 188 removed, 51 unchanged (89% of the section changed)

Management’s Discussion and Analysis of

Financial Condition and Results of Operations.

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

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

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

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

projections about future events.

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

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

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

In some cases, you can

identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,”

“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”

“potential,” “predict,” “project,” “should,” “would” or the negative of such

terms or other similar expressions.

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

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

discussion and analysis of our 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

Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A

of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange

We have based these forward-looking statements on our current expectations and projections about future events.

These forward-looking

statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of

activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements

expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such

as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”

“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”

“project,” “should,” “would” or the negative of such terms or other similar expressions.

Such statements

include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements

other than statements of historical fact included in this Form 10-Q.

Factors that might cause

1 unchanged sentence

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”).

share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

is Freedom Acquisition I LLC, a Cayman Islands limited liability company.

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

18 unchanged sentences

and (ii) the distribution of the Trust Account as described below.

If we have not completed a

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

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

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

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

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

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

redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation

distributions, if any);

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

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

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

There will be no redemption rights or liquidating distributions

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

Results of Operations 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 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

a portion of the offering costs associated with the Initial Public Offering originally charged to shareholders’ equity, to an expense

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

For the three months ended 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.

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 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.

Until consummation of our Business

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

Note 6 to our financial statements) from the initial shareholders, the Company’s officers and directors, or their respective affiliates

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

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

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

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

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

we have not completed a business combination within 24 months from the closing of the Initial Public Offering, or March 2, 2023 (the “Combination

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

(ii) as promptly as reasonably possible but not

more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount

then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to

us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding

Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive

further liquidation distributions, if any);

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

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

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

There will be no redemption rights or liquidating

distributions with respect to our outstanding Warrants, which will expire worthless if we fail to consummate a business combination within

the Combination Period.

Recent Developments

have issued an unsecured promissory note (the “Note”) in the amount of up to $500,000 to our sponsor.

The proceeds of the

Note, which may be drawn down from time to time until we consummate our 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 our 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 our 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 our first payment of all or any portion of the principal balance of the

Note in cash, our 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 Warrants.

Our 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 of 1933, as amended.

Results of Operations and Known Trends

or Future Events

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.

the three months ended March 31, 2022, we had net income of $1,295,281, which consisted of unrealized gain on change in fair value of

warrant liability of $2,382,667 and investment income of $109,863 on our amounts held in the Trust Account, offset by $1,198,082 of operating

costs consisting mostly of general and administrative expenses and foreign currency exchange gain of $833.

the three months ended March 31, 2021, we had a net income of $3,384,112, which consisted of unrealized gain on change in fair value of

warrant liability of $4,169,666 and investment income of $10,352 on our amounts held in the Trust Account, offset by $220,628 of operating

costs consisting mostly of general and administrative expenses and offering expenses related to warrant issuance of $575,278.

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

1 unchanged sentence

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.

sheet date until exercised, and any change in fair value is recognized in our statements of operations.

As part of the reclassification

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

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

For the period

from the Initial Public Offering to March 31, 2022, the change in fair value of the Warrants was a decrease in the liability of approximately

Liquidity and Capital

of March 31, 2022, the Company had cash outside the Trust Account of $78,404 in its operating bank accounts, $345,215,544 in marketable

securities held in the Trust Account to be used for a business combination, or to repurchase or redeem its stock in connection therewith,

and a working capital deficit of $2,662,168.

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 Accounting Standards Codification (“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.

Contractual Obligations

6 unchanged sentences

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

payable to them from the amounts held in the Trust Account solely in the event that we complete 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 financial statements, which have been prepared

in accordance with U.S.

The preparation of these 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

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 10-K filed by us with

the SEC on April 13, 2022.

Class A Ordinary

Shares Subject to Possible Redemption

account for our 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

1 unchanged sentence

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that

are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

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

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s

control and subject to the occurrence of uncertain future events.

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

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.

are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control)

are classified as temporary equity.

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

A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of

uncertain future events.

Accordingly, as of March 31, 2022 and December 31, 2021, 34,500,000 Class A ordinary shares subject to possible

redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheet.

Derivative Warrant

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.

account for our 14,891,667 Warrants issued in connection with our Initial Public Offering (8,625,000) and Private Placement (6,266,667)

as derivative warrant liabilities in accordance with ASC 815-40.

Accordingly, we recognize the warrant instruments as liabilities at fair

value and adjust the instruments to fair value at each reporting period.

The liabilities are subject to re-measurement at each balance

sheet date until exercised, and any change in fair value is recognized in our statements 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

used an observable market quote in an active market.

Net Income per Ordinary Share

have 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 issuable upon the exercise of the Warrants 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.

Recent Accounting

Pronouncements

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 our financial position, results of operations or cash flows.

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

on our unaudited condensed financial statements.

Off-Balance Sheet Arrangements

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.

As of March 31, 2022 and

December 31, 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.

Subject to certain

9 unchanged sentences

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

Quantitative and Qualitative

Disclosures About Market Risk

We are a smaller reporting

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

under this item.

‎ Quantitative and

Qualitative Disclosures about Market Risk

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

required under this item.

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