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Item 1. Financial Statements

2022-11-21 compared with 2022-08-23 · 778 added, 647 removed, 247 unchanged (85% of the section changed)

Financial Statements

FREEDOM ACQUISITION

FREEDOM ACQUISITION I CORP.

CONDENSED BALANCE SHEETS

September 30,

Current assets:

14 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 June 30, 2022 and December 31, 2021, respectively

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

Shareholders’ Deficit:

1 unchanged sentence

1,000,000 shares authorized;

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

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

Class A ordinary shares, $ 0.0001 par value;

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

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

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

Additional paid-in capital

8 unchanged sentences

$ 346,220,403

The accompanying notes

are an integral part of these unaudited condensed financial statements.

FREEDOM ACQUISITION

UNAUDITED CONDENSED

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of

these unaudited condensed financial statements.

FREEDOM ACQUISITION I CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Operating costs

Loss from operations

Legal fee discount

Income (loss) Loss from operations

( 1,826,665 )

Other income (expense):

Foreign currency exchange loss

( 1,022,553 )

Other income:

Foreign currency exchange gain (loss)

Interest income on marketable securities held in Trust Account

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 (expense), net

( 2,348,357 )

Net income (loss)

$ ( 2,796,798 )

Total other income, net

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

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

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, 2022

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

The accompanying notes are an integral part of

these unaudited condensed financial statements.

FREEDOM ACQUISITION I CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN

SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

Ordinary Shares

11 unchanged sentences

$ ( 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

Accretion of Class A ordinary shares subject to possible redemption

( 1,427,369 )

Balance as of September 30, 2022

$ ( 16,804,827 )

$ ( 16,803,964 )

The accompanying notes are an integral part of

these unaudited condensed financial statements.

FREEDOM ACQUISITION I CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN

SHAREHOLDERS’ EQUITY AND DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

Balance as of December 31, 2020

15 unchanged sentences

( 26,463,824 )

The accompanying

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

FREEDOM ACQUISITION

UNAUDITED CONDENSED

STATEMENTS OF CASH FLOWS

Balance as of September 30, 2021

$ ( 20,680,180 )

$ ( 20,679,317 )

The accompanying notes are an integral part

of these unaudited condensed financial statements.

FREEDOM ACQUISITION I CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

September 30,

Cash Flows from Operating Activities:

1 unchanged sentence

Interest earned on marketable securities held in Trust Account

( 2,022,207 )

Change in fair value of warrant liabilities

9 unchanged sentences

( 1,108,025 )

( 1,936,694 )

Cash Flows from Investing Activities:

20 unchanged sentences

Deferred offering costs paid under promissory note

The accompanying notes

are an integral part of these unaudited condensed financial statements.

ACQUISITION I CORP.

The accompanying notes are an integral part of

these unaudited condensed financial statements.

FREEDOM ACQUISITION I CORP.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

1 — Organization and Business Operations

Acquisition I Corp.

Note 1 — Organization and Business Operations

Organization and General

Freedom Acquisition I Corp.

(the “Company”) was incorporated in Cayman Islands on December 23, 2020.

The Company was formed for the

purpose of entering into a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination

with one or more businesses (a “Business Combination”).

The Company is not limited to a particular industry or geographic

region for purposes of consummating a Business Combination.

The Company is an early stage and emerging growth company and, as such, the

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

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

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.

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

of $ 345,000,000 , which is discussed in Note 3.

Simultaneously

with the closing of the IPO, the Company consummated the sale of 6,266,667 warrants (the “Private Placement Warrants”),

at a price of $ 1.50 per Private Placement Warrant, which is discussed in Note 4.

costs amounted to $ 19,175,922 consisting of $ 6,405,000 of underwriting fee, $ 12,075,000 of deferred underwriting fee and

$ 695,922 of other offering costs.

Of the total transaction cost, $ 575,278 was expensed as non-operating expenses in that 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 Company was formed for the purpose of entering

into a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more

businesses (a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes

of consummating a Business Combination.

The Company is an early stage and emerging growth company and, as such, the Company is subject

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

The Company’s sponsor

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

As of September 30, 2022,

the Company had not yet commenced any operations.

All activity through September 30, 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.

The registration statement

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

On 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.

Simultaneously with the closing

of the IPO, the Company consummated the sale of 6,266,667 warrants (the “Private Placement Warrants”), at a

price of $ 1.50 per Private Placement Warrant, which is discussed in Note 4.

Transaction costs amounted

to $ 19,175,922 consisting of $ 6,405,000 of underwriting fee, $ 12,075,000 of deferred underwriting fee and $ 695,922 of

other offering costs.

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

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.

Following 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.

government 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

7 unchanged sentences

public shareholders.

Business Combination

Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially

all of the net proceeds are intended to be generally applied toward consummating a Business Combination.

Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 %

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.

Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion

of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination

or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial Business

Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The shareholders will be entitled to redeem

their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $ 10.00 per share, plus any pro

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

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

Combination (the “Combination Period”).

However, if the Company is unable to complete a Business Combination within the Combination

Period, the Company will redeem 100 % of the outstanding public shares for a pro rata portion of the funds held in the Trust Account,

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 the Company, divided by the number of then outstanding public shares, subject to applicable law and as further

described in the registration statement, and then seek to dissolve and liquidate.

Company’s Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares,

private placement shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption

rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s

amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with

respect to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within

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”).

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

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

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

As of June 30, 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.

Initial Business Combination

The Company’s management

has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds

are intended to be generally applied toward consummating a Business Combination.

The Company’s Business

Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % 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.

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.

The Company will provide

its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business

Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of

a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct

a tender offer will be made by the Company, solely in its discretion.

The shareholders will be entitled to redeem their shares for a pro

rata portion of the amount then on deposit in the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned on

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

The 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.

The Company will have 24

months from the closing of the IPO (with the ability to extend with shareholder approval) to consummate a Business Combination (the “Combination

However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100 %

of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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 the Company,

divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement,

and then seek to dissolve and liquidate.

The Company’s Sponsor,

officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares

and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect

to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended

and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect

to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Combination

The 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

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.

As of September 30, 2022,

the Company had cash outside the Trust Account of $ 169,558 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, 2022, none of the amount in the Trust Account was available to be withdrawn

as described above.

The 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 Combination.

Subject to compliance with

applicable securities laws, the Company would only complete such financing simultaneously with the completion of its Business Combination.

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 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.

In 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.

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 (“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.

Management 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.

Consideration of IR Act Excise Tax

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into

The IR Act provides for, among other things, a new U.S.

federal 1% excise tax on certain repurchases of stock by publicly

domestic corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations occurring on or after

January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock

issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the

Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other

guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December

31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what

extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend

on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination,

extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity

issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within

the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise

tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and

in the Company's ability to complete a Business Combination.

Note 2 — Significant Accounting Policies

Basis of Presentation

The 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

1 unchanged sentence

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 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.

The 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.

The interim results for the three

and nine months ended September 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

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 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.

The 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.

Further, 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 standards.

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 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.

Estimates made in preparing these

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

The 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 June 30, 2022 and December 31, 2021.

Investments Held in Trust

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

The Company considers all

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

The Company did not

have any cash equivalents as of September 30, 2022 and December 31, 2021.

Investments Held in Trust Account

At September 30, 2022 and

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

Treasury 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

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

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

1 unchanged sentence

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

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

As of September 30, 2022,

investment in the Company’s Trust Account consisted of $ 1,523 in cash and $ 347,126,365 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 (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 June 30, 2022 and December 31, 2021 are as follows:

Cost and Carrying

The carrying value, excluding gross unrealized holding

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

September 30,

Treasury Securities

1 unchanged sentence

$ 347,148,424

$ 345,432,731

Cost and Carrying

Treasury Securities

1 unchanged sentence

$ 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

an impairment that reduces the carrying costs to such securities’ fair value.

The impairment is charged to earnings and a new cost

basis for the security is established.

To determine whether an impairment is other than temporary, the Company considers whether it has

the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the

investment is recoverable outweighs evidence to the contrary.

Evidence considered in this assessment includes the reasons for the impairment,

the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee,

and the general market condition in the geographic area or industry the investee operates in.

and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using

the effective-interest method.

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

statements of operations.

A decline in the market value

of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the

carrying costs to such securities’ fair value.

The impairment is charged to earnings and a new cost basis for the security is established.

To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment

until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to

the contrary.

Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment,

changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic

area or industry the investee operates in.

Premiums and discounts are

amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest

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

Interest income is recognized when earned.

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 June 30, 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

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

and are measured at fair value.

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

Convertible Promissory Note—Related Party

The 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.

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 Risk

Financial 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, 2022 and December 31, 2021, the Company has

not experienced losses on this account.

Ordinary Shares Subject to Possible Redemption

The Company accounts for

its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities

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

measured at fair value.

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.

3 unchanged sentences

occurrence of uncertain future events.

Accordingly, as of June 30, 2022 and December 31, 2021, 34,500,000 and 0 Class

Accordingly, as of September 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, 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.

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 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 (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 (loss) per share for each class of ordinary share:

the Three Months Ended

June 30, 2022

the Six Months Ended

June 30, 2022

Net Income Per Ordinary 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 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 and nine months ended September 30, 2022 and

September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met.

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 Months Ended

September 30, 2022

For the Nine Months Ended

September 30, 2022

Basic and diluted net income per share:

3 unchanged sentences

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 )

September 30, 2021

For the Nine Months Ended

September 30, 2021

Basic and diluted net income per share:

Allocation of net income

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

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 June 30,

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 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

the fair value of the public warrant liabilities and the Class A ordinary shares.

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 temporary equity upon the completion of the IPO.

Accordingly, on September 30, 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 statements of operations with the rest of the offering cost charged to temporary equity.

The transaction

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

warrant liabilities and the Class A ordinary shares.

Fair Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards

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

in the balance sheets.

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 sheets.

Derivative Warrant Liabilities

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

The Company evaluates

all of its 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 re-assessed at the end of each reporting period.

Company accounts for its 14,891,667 ordinary shares warrants issued in connection with its Initial Public Offering ( 8,625,000 )

and Private Placement ( 6,266,667 ) as derivative warrant liabilities in accordance with ASC 815-40.

Accordingly, the Company recognizes

the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period.

The liabilities

are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s

statements of operations.

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

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

After the Public Warrants were separately

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.

The Company does not use

derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its 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 re-assessed at the end of each reporting period.

The Company accounts for

its 14,891,667 ordinary shares warrants issued in connection with its Initial Public Offering ( 8,625,000 ) and Private Placement

( 6,266,667 ) as derivative warrant liabilities in accordance with ASC 815-40.

Accordingly, the Company recognizes the warrant instruments

as liabilities at fair value and adjusts the instruments to fair value at each reporting period.

The liabilities are subject to re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s 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.

The 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 settled.

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 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.

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.

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 September 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

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.

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, 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.

Each Unit consists of

one share of Class A Ordinary shares, par value $ 0.0001 per share one-fourth of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share of Class A Ordinary shares at a price of $ 11.50 per share.

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

Adoption of the ASU did not impact the Company’s

financial position, results of operations or cash flows.

Management 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 Offering

Pursuant to the Initial Public

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

Each Unit consists of one share of Class A

Ordinary shares, par value $ 0.0001 per share one-fourth of one redeemable warrant (“Public Warrant”).

Each whole Public

Warrant entitles the holder to purchase one share of Class A Ordinary shares at a price of $ 11.50 per share.

All 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 equity.

The Class A ordinary share

is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99.

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.

The 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.

As of September 30, 2022

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

Gross proceeds from IPO

8 unchanged sentences

Accretion of carrying value to redemption value

Contingently redeemable ordinary share as of June 30, 2022

Contingently redeemable ordinary share as of September 30, 2022

$ 347,127,888

4 — Private Placement Warrants

Simultaneously

with the closing of the IPO, the Sponsor purchased an aggregate of 6,266,667 Private Placement Warrants at a price of $ 1.50 per

warrant ($ 9,400,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares

at a price of $ 11.50 per share.

A portion of the purchase price of the Private Placement Warrants was added to the proceeds from

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.

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

for 7,187,500 Class B ordinary shares, par value $ 0.0001 per share (the “Founder Shares”).

25, 2021, the Company effected a share dividend whereby the Company issued 1,437,500 Class B ordinary shares, resulting in an

aggregate of 8,625,000 Class B ordinary shares outstanding.

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;

Note 4 — Private Placement Warrants

Simultaneously with the closing

of the IPO, the Sponsor purchased an aggregate of 6,266,667 Private Placement Warrants at a price of $ 1.50 per warrant

($ 9,400,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at

a price of $ 11.50 per share.

A portion of the purchase price of the Private Placement Warrants was added to the proceeds from our

Initial Public 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 5 — Related Party Transactions

Founder Shares

On December 31, 2020, the

Sponsor paid $ 25,000 , or approximately $ 0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B

ordinary shares, par value $ 0.0001 per share (the “Founder Shares”).

On February 25, 2021, the Company effected a share

dividend whereby the Company issued 1,437,500 Class B ordinary shares, resulting in an aggregate of 8,625,000 Class

B ordinary shares outstanding.

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

The Company’s initial

shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion

thereof until the earlier to occur of:

(i) one year after the completion of the initial Business Combination or (ii) the date on

which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination

that results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property;

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

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.

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

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 “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

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

Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required

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.

On 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”).

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

The 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 nine months to a year after a Business Combination.

Promissory Note — Related Party

On 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 “Promissory

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

As of September 30, 2022

and December 31, 2021, there was no outstanding amounts under the Promissory Note.

Working Capital Loans

In addition, in order to

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

of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans.

In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account

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

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 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.

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

that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay

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

After giving 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 September

30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.

On 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 Warrants.

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.

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

The issuance of the Note was made pursuant

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

On 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.

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.

As of September 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 September

6, 2022 Convertible Notes.

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

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

& Contingencies

Commencing on the date

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

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

September 30, 2022.

For the three ended September 30, 2022 and September 30, 2021, the Company incurred $ 0 and $ 30,000 expenses in

connection with such services.

For the nine months ended September 30, 2022 and September 30, 2021, the Company incurred $ 0 and

$ 69,667 expenses in connection with such services

Note 6 — Commitments & Contingencies

Registration Rights

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

which will be issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such

Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have

registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers

such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed subsequent to the Company’s completion of its initial Business Combination.

The Company will bear the expenses incurred in

connection with the filing of any such registration statements.

The holders of the (i) Founder

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

in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants

and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require

the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement.

The holders of these

securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the

Company’s completion of its initial Business Combination.

The Company will bear the expenses incurred in connection with the filing

of any such registration statements.

Underwriters Agreement

March 2, 2021, the Company paid a fixed underwriting discount of $ 6,405,000 .

Additionally, a deferred underwriting discount of $ 0.35 per

Unit, or $ 12,075,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the

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

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 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 June 30, 2022 and December 31, 2021, there were 34,500,000 and 0 Class A ordinary

On March 2, 2021, the Company

paid a fixed underwriting discount of $ 6,405,000 .

Additionally, a deferred underwriting discount of $ 0.35 per Unit, or $ 12,075,000 in

the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes

an initial Business Combination, subject to the terms of the underwriting agreement.

Note 7 — Shareholders’ Deficit

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,

2022 and December 31, 2021, there were no 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, 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 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

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

submitted to a vote of the Company’s shareholders, except as required by law;

provided that only holders of Class B ordinary shares

will have the right to appoint and remove directors in any general meeting held prior to or in connection with the completion of an initial

Business Combination.

Unless specified in the Company’s amended and restated memorandum and articles of association, or as required

by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s

ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the

consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations,

reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class

A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number

of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20 % of the total number of

Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public

Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise

of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation

of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible

into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants

issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;

provided that such conversion of Founder Shares

will never occur on a less than one-for-one basis.

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.

30, 2022 and December 31, 2021, there were 8,625,000 Class B ordinary shares issued and outstanding, respectively.

On 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.

All share and per-share amounts

have been retroactively restated to reflect the share dividend.

Holders of the Class A

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

of the Company’s shareholders, except as required by law;

provided that only holders of Class B ordinary shares will have the right

to appoint and remove directors in any general meeting held prior to or in connection with the completion of an initial Business Combination.

Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions

of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that

are voted is required to approve any such matter voted on by its shareholders.

The Class B ordinary

shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the

initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations,

recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares

or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary

shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20 % of the total number of Class A ordinary shares

outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including

the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities

or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination,

excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued,

or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers

or directors upon conversion of Working Capital Loans;

provided that such conversion of Founder Shares will never occur on a less than

one-for-one basis.

Note 8 — Warrants

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

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”

3 unchanged sentences

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

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

per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the

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

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

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

in whole and not in part;

at a price of $0.01 per warrant;

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;

if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like).

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

warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares;

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like);

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 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

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The exercise price and number

of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or

recapitalization, reorganization, merger or consolidation.

In addition, if (x) the Company issues additional Class A ordinary

shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at

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

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

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

ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the 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):

whole and not in part;

a price of $0.01 per warrant;

not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;

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:

whole and not in part;

$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise

their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based

on the redemption date and the “fair market value” of the Class A ordinary shares;

and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,

recapitalizations and the like);

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 9 — Fair Value Measurements

Fair 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 between market participants

at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)

and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

2 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.

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:

The following table presents

information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022

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

September 30,

Quoted Prices In

9 unchanged sentences

Convertible Note – April 1, 2022

Convertible Note – June 6, 2022

Convertible Note – September 6, 2022

Total Warrant liabilities

For the three months ended September 30, 2022, as a result of the recent decline in trading volume within the period, the public warrants

were transferred to and are currently classified as Level 2 securities.

Quoted Prices In

9 unchanged sentences

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 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

value recognized in the statements of operations.

The 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, 2022 and December 31, 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

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 yield.

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

remaining life of the warrants.

Inherent in a binomial

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

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

life of the warrants.

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

Treasury zero-coupon yield curve on the grant date for

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

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

remaining contractual term.

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

similar to the expected remaining life of the warrants.

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

contractual term.

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

aforementioned warrant liabilities are not subject to qualified hedge accounting.

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

table provides quantitative information regarding Level 3 fair value measurements:

The 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 securities transferred from a Level 2 measurement to a Level 1 measurement during the period ended September 30, 2022 was $ 345,105,197 .

The following table provides quantitative information

regarding Level 3 fair value measurements:

September 30,

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, 2022

3 unchanged sentences

( 4,765,334 )

Fair value as of March 31, 2022

Fair value as of June 30, 2022

Change in valuation inputs or other assumptions

1 unchanged sentence

( 1,787,000 )

( 2,382,667 )

Fair value as of June 30, 2022

Fair value as of September 30, 2022

Fair value as of January 1, 2021

3 unchanged sentences

( 1,787,000 )

( 4,169,666 )

Fair value as of March 31, 2021

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

Change in fair value

Change in valuation inputs or other assumptions

( 3,536,250 )

( 2,569,333 )

Fair value as of March 31, 2022

( 6,105,583 )

Fair value as of September 30, 2021

The Company recognized gains

in connection with changes in the fair value of warrant liabilities of $ 1,787,000 and $ 6,552,334 within change in fair value of warrant

liabilities in the Statements of Operations for the three and nine months ended September 30, 2022, respectively.

The Company recognized

losses and gains in connection with changes in the fair value of warrant liabilities of $ 6,105,583 and $ 7,892,583 within change in

fair value of warrant liabilities in the Statements of Operations for the three and nine months ended September 30, 2021, respectively.

The following table presents

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

Private Placement

Fair value as of January 1, 2022

Change in fair value

2 unchanged sentences

Fair value as of June 30, 2022

Change in fair value

Fair value as of September 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

2 unchanged sentences

Change in fair value

( 2,415,000 )

Fair value as of June 30, 2021

10 — Subsequent Events

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

Change in fair value

( 3,321,333 )

Fair value as of September 30, 2021

Note 10 — Subsequent Events

The 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.

On October 3, 2022, the Company, Complete Solar Holding Corporation, a Delaware corporation, and The Solaria

Corporation issued a joint press release announcing the execution of a Business Combination Agreement, dated as of October 3, 2022

by and among the Company, Jupiter Merger Sub I Corp., a Delaware corporation and a wholly owned subsidiary of the Company, Jupiter Merger

Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, Complete Solar and Solaria.

31, 2022, a waiver letter was signed by J.P.

Morgan Securities LLC (“J.P.

Morgan”), pursuant to which J.P.

announced it waived its entitlement to the payment of any deferred underwriting discount to be paid under the terms of the

underwriting agreement.

The Company recognized $ 12,075,000 gain on the debt forgiveness in the operations in connection with such

Aside from the above, the Company did not identify any other subsequent events that would have required adjustment or

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

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