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Item 1. Financial Statements

2022-08-23 compared with 2022-05-23 · 256 added, 130 removed, 638 unchanged (38% of the section changed)

6 unchanged sentences

Prepaid expenses - long term

Marketable securities held in Trust Account

Cash and marketable securities held in Trust Account

$ 346,656,675

3 unchanged sentences

Accounts payable and accrued expenses

Convertible promissory note

Total current liabilities

3 unchanged sentences

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

Class A Ordinary shares subject to possible redemption 34,500,000 and 0 shares subject to possible redemption at redemption value at June 30, 2022 and December 31, 2021, respectively

Shareholders’ Deficit:

1 unchanged sentence

1,000,000 shares authorized;

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

none issued or outstanding at June 30, 2022 and December 31, 2021

Class A ordinary shares, $ 0.0001 par value;

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

200,000,000 shares authorized at June 30, 2022 and December 31, 2021

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

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

8,625,000 shares issued and outstanding at June 30, 2022 and December 31, 2021

Additional paid-in capital

13 unchanged sentences

STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

Operating costs

5 unchanged sentences

Change in fair value of warrant liabilities

( 2,382,666 )

Change in fair value of convertible note

Offering expenses related to warrant issuance

Total other income

Total other income (expense), net

( 2,348,357 )

Net income (loss)

$ ( 2,796,798 )

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

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

Basic and diluted net income (loss) 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

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

The accompanying notes

3 unchanged sentences

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS

ENDED MARCH 31, 2022 AND MARCH 31, 2021

FOR THE THREE AND SIX

MONTHS ENDED JUNE 30, 2022

Ordinary Shares

Shareholders’

Balance as of December 31, 2021

4 unchanged sentences

( 20,627,207 )

Accretion of Class A ordinary shares subject to possible redemption

Proceeds received on convertible note less than fair value

Accretion portion net against additional paid-in capital

Balance as of June 30, 2022

$ ( 18,782,303 )

$ ( 18,781,440 )

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 AND SIX

MONTHS ENDED JUNE 30, 2021

Ordinary Shares

Shareholders’

(Deficit) Equity

Balance as of December 31, 2020

3 unchanged sentences

( 34,500,000 )

Remeasurement of Class A ordinary shares subject to possible

Accretion of Class A ordinary shares subject to possible redemption

( 1,904,137 )

4 unchanged sentences

( 23,667,026 )

The accompanying notes

are an integral part of these unaudited condensed financial statements.

( 2,796,798 )

Balance as of June 30, 2021

$ ( 26,464,687 )

$ ( 26,463,824 )

The accompanying

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

FREEDOM ACQUISITION

7 unchanged sentences

( 1,787,000 )

Change in fair value of convertible note

Offering costs allocated to warrants

13 unchanged sentences

Proceeds from issuance of Private Placement Warrants

Proceeds from issuance of Convertible Promissory Note

Repayment of promissory note to related party

5 unchanged sentences

Supplemental disclosure of noncash financing activities:

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

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

Accretion of Class A ordinary shares subject to possible redemption

Deferred offering costs paid under promissory note

The accompanying notes

are an integral part of these unaudited condensed financial statements.

FREEDOM ACQUISITION

NOTES TO CONDENSED FINANCIAL STATEMENTS

ACQUISITION I CORP.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

1 — Organization and Business Operations

9 unchanged sentences

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

of June 30, 2022, the Company had not yet commenced any operations.

All activity through June 30, 2022, relates to the Company’s

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

68 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 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

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

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”).

However, the Company has not asked its Sponsor to reserve for such indemnification

obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations

and believe that the Company’s Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that

its Sponsor would be able to satisfy those obligations.

of June 30, 2022, the Company had cash outside the Trust Account of $ 425,945 available for working capital needs.

All remaining cash

1 unchanged sentence

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

As of June 30, 2022, none of the amount in the Trust Account was

available to be withdrawn as described above.

46 unchanged sentences

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.

results for the three and six months ended June 30, 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

13 unchanged sentences

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.

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.

Cash and Cash Equivalents

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.

Estimates made in preparing these

unaudited condensed financial statements include, among other things, the fair value measurement of the Private Warrant liabilities.

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 March 31, 2022 and December 31, 2021.

Company did not have any cash equivalents as of June 30, 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.

June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in cash and U.S.

Treasury securities.

4 unchanged sentences

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.

of June 30, 2022, investment in the Company’s Trust Account consisted of $ 5,849 in cash and $ 345,694,670 in U.S.

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

Treasury Securities.

All of the U.S.

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.

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:

The carrying value, excluding

gross unrealized holding losses and fair value of held to maturity securities on June 30, 2022 and December 31, 2021 are as follows:

Cost and Carrying

Treasury Securities

1 unchanged sentence

$ ( 267,788 )

$ 345,432,731

Cost and Carrying

Treasury Securities

13 unchanged sentences

the effective-interest method.

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

of operations.

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

Convertible Promissory

Note—Related Party

Company accounts for its convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”).

Under ASC 815-15-25,

the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825.

The Company has made such election for its convertible promissory notes.

Using the fair value option, the convertible promissory notes

are required to be recorded at their initial fair value on the date of issuance, each drawdown date, and each balance sheet date thereafter.

Differences between the face value of the note and fair value at each drawdown date are recognized as either an expense in the condensed

statements of operations (if issued at a premium) or as a capital contribution (if issued at a discount).

Changes in the estimated fair

value of the notes are recognized as non-cash gains or losses in the condensed statements of operations.

Changes in the estimated fair

value of the note are recognized as non-cash change in the fair value of the convertible promissory notes in the condensed statements

of operations.

Concentration of Credit

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

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

At March 31, 2022 and December 31, 2021, the

At June 30, 2022 and December 31, 2021, the

Company has not experienced losses on this account.

11 unchanged sentences

occurrence of uncertain future events.

Accordingly, as of March 31, 2022 and December 31, 2021, 34,500,000 and 0 Class

Accordingly, as of June 30, 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’

deficit section of the Company’s balance sheets.

Income (loss) Per Ordinary Share

deficit section of the Company’s balance sheets, respectively.

Net Income (Loss) Per Ordinary

Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

2 unchanged sentences

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

the Company’s shares were excluded from diluted earnings per share for the three and six months ended June 30, 2022 and June 30,

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.

As a result, diluted net income (loss)

per ordinary share is the same as basic net income (loss) 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

of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary share:

the Three Months Ended

June 30, 2022

the Six Months Ended

June 30, 2022

Basic and diluted net income per share:

2 unchanged sentences

Basic and diluted net income per share

For the Three Months Ended

June 30, 2021

the Six Months Ended

June 30, 2021

Basic and diluted net income (loss) per share:

Allocation of net income (loss)

$ ( 2,293,374 )

$ ( 503,424 )

Weighted average shares outstanding

Basic and diluted net income (loss) per share

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

2 unchanged sentences

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

Accordingly, on March 31,

Accordingly, on June 30,

2022, offering costs totaling $ 19,175,922 have been charged to temporary equity (consisting of $ 6,405,000 of underwriting fee,

7 unchanged sentences

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

in the balance sheet.

in the balance sheets.

Derivative Warrant Liabilities

31 unchanged sentences

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.

of June 30, 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

36 unchanged sentences

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:

of June 30, 2022 and December 31, 2021, the ordinary share reflected on the balance sheets are reconciled in the following table:

Gross proceeds from IPO

4 unchanged sentences

( 18,600,644 )

Remeasurement of carrying value to redemption value

Contingently redeemable ordinary share

Accretion of carrying value to redemption value

Contingently redeemable ordinary share as of December 31, 2021

$ 345,000,000

Accretion of carrying value to redemption value

Contingently redeemable ordinary share as of June 30, 2022

$ 345,700,519

4 — Private Placement Warrants

10 unchanged sentences

(iv) will be entitled to registration rights.

5 — Related Party Transactions

Note 5 — Related Party

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

17 unchanged sentences

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

May 16, 2022, the Sponsor transferred 25,000 shares to one of the Company’s directors following the departure of a previous director.

The transfer of the Founders Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date.

transfer of Founders Shares to the Company’s director, as described above, is within the scope of ASC 718, as such, the fair value

of the 25,000 shares transferred to the Company’s director was $ 123,750 or $ 4.95 per share.

The transfer of the shares was granted

subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the Founders Shares

is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number

of Founders Shares times the transfer date fair value per share (unless subsequently modified).

Founder Shares will automatically convert

into Class A shares at a one-to-one ratio upon completion of a Business Combination.

The Founder Shares will receive no distributions

if the Company is liquidated prior to a Business Combination.

In addition, the holders of the Founder Shares are restricted from transferring

the Founder Shares and the Class A shares received upon conversion until six months to a year after a Business Combination.

Note — Related Party

1 unchanged sentence

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.

This loan is non-interest bearing and payable on the earlier of June 30, 2022 or the completion

of June 30, 2022 and December 31, 2021, there was no outstanding amounts under the Promissory Note.

Working Capital Loans

12 unchanged sentences

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.

As of June 30, 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.

15 unchanged sentences

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

June 6, 2022, the Company 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 the Company consummate 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 the

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 at an exercise price of $ 1.50 per share.

The terms of the Conversion Warrants would be identical to the warrants issued by the Company

to the Sponsor in a private placement that was consummated in connection with the Company’s initial public offering.

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.

As of June 30, 2022 and December

31, 2021, the Company had an aggregate of $ 1,000,000 and $ 0 borrowings as a result of both the April 1, 2022 and June 6, 2022 Convertible

Administrative Support Service

1 unchanged sentence

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

June 30, 2022.

For the three and six months ended June 30, 2022 and June 30, 2021, the Company did not incur expenses in connection with

such services.

Note 6 — Commitments

16 unchanged sentences

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

7 — Shareholder’s Deficit

7 — Shareholders’ 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.

At June 30, 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.

At June 30, 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.

At June 30, 2022 and December 31, 2021, there were 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

41 unchanged sentences

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.

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

27 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.

9 — Fair Value Measurements

Note 9 — Fair Value

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 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

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

at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine

such fair value:

Quoted Prices In

Investments held in trust account- U.S.

7 unchanged sentences

Warrant liabilities – Private warrants

Convertible Note – April 1, 2022

Convertible Note – June 6, 2022

Total Warrant liabilities

Quoted Prices In

Investments held in trust account- U.S.

10 unchanged sentences

The subsequent measurement of the Public

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

Warrants as of June 30, 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

11 unchanged sentences

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.

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.

aforementioned warrant liabilities are not subject to qualified hedge accounting.

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period in which a change in valuation technique or

methodology occurs.

The value of the securities transferred from a Level 2 measurement to a Level 1 measurement during the period ended

June 30, 2022 was $ 345,105,197 .

The following

6 unchanged sentences

Fair value as of January 1, 2022

Initial measurement on March 2, 2021

Change in valuation inputs or other assumptions

2 unchanged sentences

( 2,382,667 )

Fair value as of December 31, 2021

Fair value as of March 31, 2022

Change in valuation inputs or other assumptions

2 unchanged sentences

( 2,382,667 )

Fair value as of June 30, 2022

Fair value as of January 1, 2021

Initial measurement on March 2, 2021

Change in valuation inputs or other assumptions

( 2,415,000 )

( 1,754,666 )

( 4,169,666 )

Fair value as of March 31, 2021

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.

Change in valuation inputs or other assumptions

Fair value as of June 30, 2021

Company recognized gains in connection with changes in the fair value of warrant liabilities of $ 2,382,667 and $ 4,765,334 within

change in fair value of warrant liabilities in the Statements of Operations for the three and six months ended June 30, 2022, respectively.

The Company recognized losses and gains in connection with changes in the fair value of warrant liabilities of $ 2,382,666 and $ 1,787,000 within

change in fair value of warrant liabilities in the Statements of Operations for the three and six months ended June 30, 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, 2022

Initial measurement on March 2, 2021

Change in fair value

( 1,002,667 )

Fair value as of March 31, 2022

Transfer to Level 1

Change in fair value

Fair value as of December 31, 2021

( 1,002,667 )

Fair value as of June 30, 2022

Fair value as of January 1, 2021

Initial measurement on March 2, 2021

Change in fair value

( 1,754,666 )

( 2,415,000 )

( 4,169,666 )

Fair value as of March 31, 2021

Transfer to Level 1

( 7,935,000 )

Change in fair value

Fair value as of June 30, 2021

10 — Subsequent Events

3 unchanged sentences

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