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Item 2. Management’s Discussion and Analysis

2022-11-21 compared with 2022-08-23 · 269 added, 241 removed, 17 unchanged (97% of the section changed)

Discussion and Analysis of Financial Condition and Results of Operations

to the “Company,” “our,” “us” or “we” refer to Freedom Acquisition I Corp.

The following

discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed

financial statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis

set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding

Forward-Looking Statements

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

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

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

These forward-looking

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

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

expressed or implied by such forward-looking statements.

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

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

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

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

Such statements

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

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

Management’s Discussion

and Analysis of Financial Condition and Results of Operations

References to the “Company,”

“our,” “us” or “we” refer to Freedom Acquisition I Corp.

The following discussion and analysis of

our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and

the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes

forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

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

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

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

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

projections about future events.

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

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

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

In some cases, you can

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

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

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

terms or other similar expressions.

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

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

Factors that might cause

or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”)

are a blank check company incorporated as a Cayman Islands exempted company on December 23, 2020 for the purpose of effecting a merger,

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

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

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

On March 2, 2021, we consummated the Initial Public Offering of 34,500,000 units, which included the exercise of the underwriters’

option to purchase an additional 4,500,000 units at the Initial Public Offering price to cover over-allotments (the “Units”,

and, with respect to the Class A ordinary shares included in the Units, the “Public Shares” and, with respect to the one-fourth

of one redeemable warrant included in the Units, the “Public Warrants”), at $10.00 per Unit, generating gross proceeds of

$345.0 million, and incurring offering costs of approximately $19.18 million, inclusive of approximately $12.08 million in deferred underwriting

Simultaneously

with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 6,266,667 warrants

(each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants” and, together with the

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

of approximately $9.4 million.

the closing of the Initial Public Offering and the Private Placement, approximately $345.0 million ($10.00 per Unit) of the net proceeds

of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”),

located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States

“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days

or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest

only in direct U.S.

government treasury obligations, as determined by us, until the earlier of:

(i) the completion of a business combination

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

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

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

(ii) as promptly as reasonably possible but not

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

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

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

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

further liquidation distributions, if any);

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

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

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

There will be no redemption rights or liquidating

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

the Combination Period.

Results of Operations and Known Trends

or Future Events

have neither engaged in any operations nor generated any revenues to date.

Our only activities since inception have been organizational

activities, those necessary to prepare for our Initial Public Offering and identifying a target company for our initial business combination.

We do not expect to generate any operating revenues until after completion of our initial business combination.

We generate non-operating

income in the form of interest income on cash and cash equivalents held in the Trust Account.

We incur expenses as a result of being a

public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2022, we had net income of $2,025,986,

which consisted of unrealized gain on change in fair value of warrant liability of $2,382,667 and investment income of $484,975 on our

amounts held in the Trust Account, offset by $824,081 of operating costs consisting mostly of general and administrative expenses, change

in the fair value of convertible notes of $4,200, and foreign currency exchange loss of $21,775.

For the six months ended June 30, 2022, we had net income of $3,321,266,

which consisted of unrealized gain on change in fair value of warrant liability of $4,765,334 and investment income of $594,838 on our

amounts held in the Trust Account, offset by $2,022,164 of operating costs consisting mostly of general and administrative expenses, change

in the fair value of convertible notes of $4,200, and foreign currency exchange loss of $20,942.

the three months ended June 30, 2021, we had a net loss of $2,796,798, which consisted of $448,441 of operating costs consisting mostly

of general and administrative expenses, foreign currency exchange loss of $581 and unrealized loss on change in fair value of warrant

liability of $2,382,666, offset by investment income of $34,890 on our amounts held in the Trust Account.

the six months ended June 30, 2021, we had a net income of $587,314, which consisted of unrealized gain on change in fair value of warrant

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

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

issuance of $575,278.

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

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

These liabilities are subject to remeasurement at each balance

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

As part of the reclassification

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

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

For the period

from the Initial Public Offering to June 30, 2022, the change in fair value of the Warrants was a decrease in the liability of $14,147,084.

Liquidity and Capital

of June 30, 2022, we had cash outside the Trust Account of $425,945 in its operating bank accounts, $345,700,519 in marketable securities

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

capital deficit of $2,983,524.

As of June 30, 2022, none of the amount in the Trust Account was available to be withdrawn as described

have issued two unsecured promissory notes (the “Notes”) in the amount of up to $1,000,000 to our sponsor.

The Notes were

issued as of April 1, 2022 and June 6, 2022, both of which were issued for $500,000.

The proceeds of the Notes, which may be drawn down

from time to time until we consummate our initial business combination, will be used for general working capital purposes.

The Notes bear

no interest and are payable in full upon the earlier to occur of (i) twenty-four (24) months from the closing of our initial public offering

(or such later date as may be extended in accordance with the terms of our amended and restated memorandum and articles of association)

or (ii) the consummation of our business combination.

A failure to pay the principal within five business days of the date specified above

or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the Notes may be

Prior to our first payment of all or any portion of the principal balance of the Notes in cash, our sponsor has the option

to convert all, but not less than all, of the principal balance of the Notes into private placement warrants (the “Conversion Warrants”),

each warrant exercisable for one of our ordinary share at an exercise price of $1.50 per share.

We are a blank check company

incorporated as a Cayman Islands exempted company on December 23, 2020 for the purpose of effecting a merger, share exchange, asset acquisition,

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

Our sponsor is Freedom Acquisition I LLC,

a Cayman Islands limited liability company.

The registration statement

for our initial public offering (the “Initial Public Offering”) became effective on February 25, 2021.

On March 2, 2021,

we consummated the Initial Public Offering of 34,500,000 units, which included the exercise of the underwriters’ option to purchase

an additional 4,500,000 units at the Initial Public Offering price to cover over-allotments (the “Units”, and, with respect

to the Class A ordinary shares included in the Units, the “Public Shares” and, with respect to the one-fourth of one redeemable

warrant included in the Units, the “Public Warrants”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and

incurring offering costs of approximately $19.18 million, inclusive of approximately $12.08 million in deferred underwriting commissions.

Simultaneously with the closing

of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 6,266,667 warrants (each, a

“Private Placement Warrant” and collectively, the “Private Placement Warrants” and, together with the Public Warrants,

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

$9.4 million.

Upon the closing of the Initial

Public Offering and the Private Placement, approximately $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering

and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United

States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities”

within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting

certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations,

as determined by us, until the earlier of:

(i) the completion of a business combination and (ii) the distribution of the Trust Account

as described below.

If we have not completed

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

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

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

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

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

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

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

distributions, if any);

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

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

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

There will be no redemption rights or liquidating distributions

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

Results of Operations and Known Trends or Future Events

We have neither engaged in

any operations nor generated any revenues to date.

Our only activities since inception have been organizational activities, those necessary

to prepare for our Initial Public Offering and identifying a target company for our initial business combination.

We do not expect to

generate any operating revenues until after completion of our initial business combination.

We generate non-operating income in the form

of interest income on cash and cash equivalents held in the Trust Account.

We incur expenses as a result of being a public company (for

legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months

ended September 30, 2022, we had net income of $3,404,845, which consisted of unrealized gain on change in fair value of warrant

liability of $1,787,000, investment income of $1,427,369 on our amounts held in the Trust Account, legal fee discount of $681,811,

and foreign currency exchange gain of $1,477, offset by $486,312 of operating costs consisting mostly of general and administrative

expenses and change in the fair value of convertible notes of $6,500.

For the nine months

ended September 30, 2022, we had net income of $6,726,111, which consisted of unrealized gain on change in fair value of warrant

liability of $6,552,334 and investment income of $2,022,207 on our amounts held in the Trust Account, legal fee discount of

$681,811, offset by $2,508,476 of operating costs consisting mostly of general and administrative expenses, change in the fair value

of convertible notes of $2,300, and foreign currency exchange loss of $19,465.

For the three months ended

September 30, 2021, we had a net income of $5,784,507, which consisted of $6,105,583 of change in the fair value of warrant liabilities,

interest income on marketable securities held in Trust account of $32,591, offset by foreign currency exchange loss of $183 and operating

costs consisting mostly of general and administrative expenses of $353,484.

For the nine months ended

September 30, 2021, we had a net income of $6,371,821, which consisted of $7,892,583 of change in the fair value of warrant liabilities,

interest income on marketable securities held in Trust account of $77,833, offset by foreign currency exchange loss of $764 and operating

costs consisting mostly of general and administrative expenses of $1,022,553.

We classify the Warrants

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

instruments to fair value at each reporting period.

These liabilities are subject to remeasurement at each balance sheet date until exercised,

and any change in fair value is recognized in our statements of operations.

As part of the reclassification to warrant liability, we reclassed

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

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

For the period from the Initial Public

Offering to September 30, 2022, the change in fair value of the Warrants was a decrease in the liability of $14,147,084.

Liquidity and Capital Resources

As of September 30, 2022,

we had cash outside the Trust Account of $169,558 in its operating bank accounts, $347,127,888 in marketable securities held in the Trust

Account to be used for a business combination, or to repurchase or redeem its stock in connection therewith, and a working capital deficit

of $2,793,048.

As of September 30, 2022, none of the amount in the Trust Account was available to be withdrawn as described above.

We have issued two unsecured

promissory notes (the “Notes”) in the amount of up to $1,000,000 to our sponsor.

The Notes were issued as of April 1, 2022

and June 6, 2022, both of which were issued for $500,000.

The proceeds of the Notes, which may be drawn down from time to time until

we consummate our initial business combination, will be used for general working capital purposes.

The Notes bear no interest and are

payable in full upon the earlier to occur of (i) twenty-four (24) months from the closing of our initial public offering (or such later

date as may be extended in accordance with the terms of our amended and restated memorandum and articles of association) or (ii) the consummation

of our business combination.

A failure to pay the principal within five business days of the date specified above or the commencement

of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the Notes may be accelerated.

to our first payment of all or any portion of the principal balance of the Notes in cash, our sponsor has the option to convert all, but

not less than all, of the principal balance of the Notes into private placement warrants (the “Conversion Warrants”), each

warrant exercisable for one of our ordinary share at an exercise price of $1.50 per share.

The terms of the Conversion Warrants would

3 unchanged sentences

Act of 1933, as amended.

As of June 30, 2022, the Company had drawn a total of $1,000,000 on the

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 us funds, from time to time in whatever amounts it deems reasonable

in its sole discretion, to meet our working capital needs.

There can be no assurance that we will be able to obtain additional financing,

Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated

to redeem a significant number of its public shares upon consummation of its business combination, in which case we may issue additional

securities or incur debt in connection with such business combination.

Subject to compliance with applicable securities laws, we would

only complete such financing simultaneously with the completion of its business combination.

we are 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.

We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

As of September 30, 2022, the Company had drawn a total of $1,000,000 on the two Notes.

We 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.

sponsor may, but is not obligated to, lend us funds, from time to time in whatever amounts it deems reasonable in its sole discretion,

to meet our working capital needs.

There can be no assurance that we will be able to obtain additional financing, however.

may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant

number of its public shares upon consummation of its business combination, in which case we may issue additional securities or incur debt

in connection with such business combination.

Subject to compliance with applicable securities laws, we would only complete such financing

simultaneously with the completion of its business combination.

If we are 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.

We cannot provide

any assurance that new financing will be available to it on commercially acceptable terms, if at all.

Going Concern

connection with our assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”)

Topic 205-40 Presentation of Financial Statements – Going Concern, pursuant to its Amended and Restated Certificate of Incorporation,

we have until March 2, 2023 (absent any extensions of such period with shareholder approval) to consummate a business combination.

a business combination is not consummated by this date, or its shareholders have not approved an extension, we will have a mandatory liquidation

and subsequent dissolution.

Although we intend to consummate a business combination on or before March 2, 2023, and may seek an extension,

it is uncertain that we 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 our ability to continue as a going concern.

No adjustments have been made to the carrying

amounts of assets or liabilities should we be required to liquidate after March 2, 2023.

In connection with our assessment

of going concern considerations in accordance with Accounting Standards Codification (“ASC”) Topic 205-40 Presentation of

Financial Statements – Going Concern, pursuant to its Amended and Restated Certificate of Incorporation, we have 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, we will have a mandatory liquidation and subsequent

Although we intend to consummate a business combination on or before March 2, 2023, and may seek an extension, it is uncertain

that we 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 our ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets

or liabilities should we be required to liquidate after March 2, 2023.

Contractual Obligations

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

liabilities other than described below.

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

support services.

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

the completion of the business combination and our liquidation.

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

payable to them from the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the

terms of the underwriting agreement.

Critical Accounting

management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial

statements, which have been prepared in accordance with U.S.

The preparation of these unaudited condensed financial statements requires

us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of

contingent assets and liabilities in our unaudited condensed financial statements.

On an ongoing basis, we evaluate our estimates and

judgments, including those related to fair value of financial instruments and accrued expenses.

We base our estimates on historical experience,

known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form

the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

results may differ from these estimates under different assumptions or conditions.

There have been no significant changes in our critical

accounting policies as discussed in the Form 10-K filed by us with the SEC on April 13, 2022.

Class A Ordinary

Shares Subject to Possible Redemption

account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing

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

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 our control)

are classified as temporary equity.

We do not have any long-term

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

We have an agreement to pay

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

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

combination and our liquidation.

For the three months 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.

We have an agreement to pay

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

the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the underwriting

Critical Accounting Policies

This management’s discussion

and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements, which have

been prepared in accordance with U.S.

The preparation of these unaudited condensed financial statements requires us to make estimates

and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and

liabilities in our unaudited condensed financial statements.

On an ongoing basis, we evaluate our estimates and judgments, including those

related to fair value of financial instruments and accrued expenses.

We base our estimates on historical experience, known trends and

events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making

judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ

from these estimates under different assumptions or conditions.

There have been no significant changes in our critical accounting policies

as discussed in the Form 10-K filed by us with the SEC on April 13, 2022.

Class A Ordinary Shares Subject to Possible

We account for our Class

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

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

as temporary equity.

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

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

uncertain future events.

Accordingly, as of June 30, 2022 and December 31, 2021, 34,500,000 Class A ordinary shares subject to possible

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

Derivative Warrant

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

We evaluate all of our financial

instruments, including issued share purchase Warrants, to determine if such instruments are derivatives or contain features that qualify

as embedded derivatives, pursuant to ASC 480 and ASC 815-15.

The classification of derivative instruments, including whether such instruments

should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.

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

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

Accordingly, we recognize the warrant instruments as liabilities at fair

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

The liabilities are subject to re-measurement at each balance

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

The fair value of the Private

Placement Warrants has been estimated using Monte Carlo simulations at each measurement date.

The fair value of the Public Warrants was

initially estimated using Monte Carlo simulations.

After the Public Warrants were separately traded, the measurement of the Public Warrants

used an observable market quote in an active market.

Net Income (Loss)

per Ordinary Share

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

Earnings and losses are shared

pro rata between the two classes of shares.

The 14,891,667 potential ordinary shares issuable upon the exercise of the Warrants were excluded

from diluted earnings per share for the three 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.

Recent Accounting

Pronouncements

August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06,

Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s

Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates

the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies

the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard

also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all

convertible instruments.

ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with

early adoption permitted beginning on January 1, 2021.

Our Class A ordinary shares

feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.

Accordingly, as of September 30, 2022 and December 31, 2021, 34,500,000 Class A ordinary shares subject to possible redemption are presented

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

Derivative Warrant Liabilities

We do not use derivative

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

We evaluate all of our financial instruments, including

issued share purchase Warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives,

pursuant to ASC 480 and ASC 815-15.

The classification of derivative instruments, including whether such instruments should be recorded

as liabilities or as equity, is reassessed at the end of each reporting period.

We account for our 14,891,667

Warrants issued in connection with our Initial Public Offering (8,625,000) and Private Placement (6,266,667) as derivative warrant liabilities

in accordance with ASC 815-40.

Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments

to fair value at each reporting period.

The liabilities are subject to re-measurement at each balance sheet date until exercised, and

any change in fair value is recognized in our statements of operations.

The fair value of the Private Placement Warrants has been estimated

using Monte Carlo simulations at each measurement date.

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

After the Public Warrants were separately traded, the measurement of the Public Warrants used an observable market quote

in an active market.

Net Income (Loss) per Ordinary Share

We have two classes of shares,

which are referred to as Class A ordinary shares and Class B ordinary shares.

Earnings and losses are shared pro rata between the two

classes of shares.

The 14,891,667 potential ordinary shares issuable upon the exercise of the Warrants were excluded from diluted earnings

per share for the three 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.

As a result, diluted net income (loss) per ordinary share is the same as basic net income

(loss) per ordinary share for the periods.

Recent Accounting Pronouncements

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 our financial position, results of operations or cash flows.

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

on our unaudited condensed financial statements.

Adoption of the ASU did not impact our financial position,

results of operations or cash flows.

Management does not believe

that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited

condensed financial statements.

Off-Balance Sheet Arrangements

of June 30, 2022 and December 31, 2021, we did not have any off-balance sheet arrangements.

Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting

requirements for qualifying public companies.

We qualify as an “emerging growth company” and under the JOBS Act are allowed

to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting

standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, the unaudited

condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public

company effective dates.

Additionally,

we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions

we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over

financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth

public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted

by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about

As of September 30, 2022

and December 31, 2021, we did not have any off-balance sheet arrangements.

The Jumpstart Our Business

Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for

qualifying public companies.

We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with

new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay

the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the

relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, the unaudited condensed

financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company

effective dates.

Additionally, we are in the

process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain

conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not

be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial

reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public

companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by

the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about

the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items

3 unchanged sentences

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

‎ Quantitative and

Qualitative Disclosures about Market Risk

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

required under this item.

‎ Quantitative and Qualitative Disclosures

about Market Risk

We are a smaller reporting

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis