SunPower Inc. 10-Q

Item 1. Financial Statements FREEDOM ACQUISITION I CORP. CONDENSED BALANCE SHEETS September 30, 2022 December 31, 2021 (Unaudited) Assets Current assets: Cash $ 169,558 $ 277,583 Prepaid expenses - short term 325,445 724,066 Total current assets 495,003 1,001,649 Prepaid expenses - long term — 113,073 Cash and marketable securities held in Trust Account 347,127,888 345,105,681 Total Assets $ 347,622,891 $ 346,220,403 Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 2,806,051 $ 2,579,641 Convertible promissory note 482,000 — Total current liabilities 3,288,051 2,579,641 Warrant Liabilities 1,935,916 8,488,250 Deferred underwriters’ discount payable 12,075,000 12,075,000 Total Liabilities 17,298,967 23,142,891 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 September 30, 2022 and December 31, 2021, respectively 347,127,888 345,000,000 Shareholders’ Deficit: Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; 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 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 September 30, 2022 and December 31, 2021 863 863 Additional paid-in capital — — Accumulated deficit ( 16,804,827 ) ( 21,923,351 ) Total Shareholders’ Deficit ( 16,803,964 ) ( 21,922,488 ) Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit $ 347,622,891 $ 346,220,403 The accompanying notes are an integral part of these unaudited condensed financial statements. 1 FREEDOM ACQUISITION I CORP. UNAUDITED CONDENSED STATEMENTS OF OPERATIONS For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Operating costs $ 486,312 $ 353,484 $ 2,508,476 $ 1,022,553 Legal fee discount ( 681,811 ) — ( 681,811 ) — Income (loss) Loss from operations 195,499 ( 353,484 ) ( 1,826,665 ) ( 1,022,553 ) Other income: Foreign currency exchange gain (loss) 1,477 ( 183 ) ( 19,465 ) ( 764 ) Interest income on marketable securities held in Trust Account 1,427,369 32,591 2,022,207 77,833 Change in fair value of warrant liabilities 1,787,000 6,105,583 6,552,334 7,892,583 Change in fair value of convertible note ( 6,500 ) ( 2,300 ) — Offering expenses related to warrant issuance — — ( 575,278 ) Total other income, net 3,209,346 6,137,991 8,552,776 7,394,374 Net income $ 3,404,845 $ 5,784,507 $ 6,726,111 $ 6,371,821 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 34,500,000 34,500,000 34,500,000 26,917,582 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.08 $ 0.14 $ 0.16 $ 0.19 Weighted average shares outstanding, Class B ordinary shares 8,625,000 7,500,000 8,625,000 7,500,000 Basic and diluted net income per share, Class B ordinary shares $ 0.08 $ 0.14 $ 0.16 $ 0.19 The accompanying notes are an integral part of these unaudited condensed financial statements. 2 FREEDOM ACQUISITION I CORP. UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 Ordinary Shares Additional Total Class A Class B Paid-In Accumulated Shareholder’ Shares Amount Shares Amount Capital Deficit Deficit Balance as of December 31, 2021 — $ — 8,625,000 $ 863 $ — $ ( 21,923,351 ) $ ( 21,922,488 ) Net income — — — — — 1,295,281 1,295,281 Balance as of March 31, 2022 — — 8,625,000 863 — ( 20,628,070 ) ( 20,627,207 ) Accretion of Class A ordinary shares subject to possible redemption — — — — — ( 180,219 ) ( 180,219 ) Proceeds received on convertible note less than fair value — — — — 520,300 — 520,300 Accretion portion net against additional paid-in capital — — — — ( 520,300 ) — ( 520,300 ) Net income — — — — — 2,025,986 2,025,986 Balance as of June 30, 2022 — $ — 8,625,000 $ 863 $ — $ ( 18,782,303 ) $ ( 18,781,440 ) Accretion of Class A ordinary shares subject to possible redemption — — — — — ( 1,427,369 ) ( 1,427,369 ) Net income — — — — — 3,404,845 3,404,845 Balance as of September 30, 2022 — $ — 8,625,000 $ 863 $ — $ ( 16,804,827 ) $ ( 16,803,964 ) The accompanying notes are an integral part of these unaudited condensed financial statements. 3 FREEDOM ACQUISITION I CORP. UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND DEFICIT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 Ordinary Shares Additional Total Shareholder’ Class A Class B Paid-In Accumulated Equity Shares Amount Shares Amount Capital Deficit (Deficit) Balance as of December 31, 2020 — $ — 8,625,000 $ 863 $ 24,137 $ ( 5,494 ) $ 19,506 Sale of Units in Initial Public Offering, net of underwriter fee 34,500,000 3,450 — — — — 3,450 Cash paid in excess of fair value for private placement warrants — — — — 1,880,000 — 1,880,000 Class A ordinary shares subject to possible redemption ( 34,500,000 ) ( 3,450 ) — — — — ( 3,450 ) Accretion of Class A ordinary shares subject to possible redemption — — — — ( 1,904,137 ) ( 27,046,507 ) ( 28,950,644 ) Net income — — — — — 3,384,112 3,384,112 Balance as of March 31, 2021 — $ — 8,625,000 $ 863 $ — $ ( 23,667,889 ) $ ( 23,667,026 ) Net income — — — — — ( 2,796,798 ) ( 2,796,798 ) Balance as of June 30, 2021 — — 8,625,000 863 — ( 26,464,687 ) ( 26,463,824 ) Net income — —  — — — 5,784,507 5,784,507 Balance as of September 30, 2021 — $ — 8,625,000 $ 863 $ — $ ( 20,680,180 ) $ ( 20,679,317 ) The accompanying notes are an integral part of these unaudited condensed financial statements. 4 FREEDOM ACQUISITION I CORP. UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2022 For the Nine Months Ended September 30, 2021 Cash Flows from Operating Activities: Net income $ 6,726,111 $ 6,371,821 Adjustments to reconcile net income to net cash used in operating activities: Interest earned on marketable securities held in Trust Account ( 2,022,207 ) ( 77,833 ) Change in fair value of warrant liabilities ( 6,552,334 ) ( 7,892,583 ) Change in fair value of convertible note 2,300 — Offering costs allocated to warrants — 575,278 Changes in current assets and current liabilities: Prepaid expenses 511,694 ( 1,023,194 ) Accounts payable and accrued expenses 226,411 109,817 Net cash used in operating activities ( 1,108,025 ) ( 1,936,694 ) Cash Flows from Investing Activities: Investment of Cash into Trust Account — ( 345,000,000 ) Net cash used in investing activities — ( 345,000,000 ) Cash Flows from Financing Activities: Proceeds from Initial Public Offering, net of underwriters’ discount — 338,595,000 Proceeds from issuance of Private Placement Warrants — 9,400,000 Proceeds from issuance of Convertible Promissory Note 1,000,000 — Repayment of promissory note to related party — ( 90,996 ) Payments of offering costs — ( 585,420 ) Net cash provided by financing activities 1,000,000 347,318,584 Net Change in Cash ( 108,025 ) 381,890 Cash - Beginning 277,583 — Cash - Ending $ 169,558 $ 381,890 Supplemental disclosure of noncash financing activities: Initial value of Class A ordinary shares subject to possible redemption $ — $ 345,000,000 Initial value of warrant liabilities $ — $ 17,870,000 Deferred underwriters’ discount payable charged to additional paid-in capital $ — $ 12,075,000 Accretion of Class A ordinary shares subject to possible redemption $ 2,127,888 $ — Deferred offering costs paid under promissory note $ — $ 90,996 The accompanying notes are an integral part of these unaudited condensed financial statements. 5 FREEDOM ACQUISITION I CORP. NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS 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. 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. Financing 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 shares. Trust Account 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 to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. 6 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. 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. 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 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. 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 Period. 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 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. 7 Liquidity 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 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. Although the Company intends to consummate a Business Combination on or before March 2, 2023, and may seek an extension, it is uncertain that the Company will be able to consummate a Business Combination, or obtain an extension, by this time. This, as well as its liquidity condition, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 2, 2023. Risks and Uncertainties 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 federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. 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. However, 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 excise tax. The U.S. 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. In addition, 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. 8 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 unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. 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 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. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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 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. 9 Cash Equivalents 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. 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. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or remeasurement of premiums or discounts. 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. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities on September 30, 2022 and December 31, 2021 are as follows: Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Gains Fair Value as of September 30, 2022 Cash $ 1,523 $ — $ — $ 1,523 U.S. Treasury Securities 347,126,365 — 20,536 347,146,901 $ 347,127,888 $ — $ 20,536 $ 347,148,424 Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 Cash $ 484 $ — $ — $ 484 U.S. Treasury Securities 345,105,197 — ( 6,065 ) 345,099,132 $ 345,105,681 $ — $ ( 6,065 ) $ 345,099,616 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 method. 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 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. 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 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. 10 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. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 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 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. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the Three Months Ended September 30, 2022 For the Nine Months Ended September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 2,723,876 $ 680,969 $ 5,380,889 $ 1,345,222 Denominator: Weighted average shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.16 $ 0.16 For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 4,751,559 $ 1,032,948 $ 4,983,326 $ 1,388,495 Denominator: Weighted average shares outstanding 34,500,000 7,500,000 26,917,582 7,500,000 Basic and diluted net income per share $ 0.14 $ 0.14 $ 0.19 $ 0.19 11 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 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 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. 12 Income Taxes 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 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. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The guidance was adopted starting January 1, 2022. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. 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. 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. 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. 13 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 $ 345,000,000 Less: Proceeds allocated to Public Warrants ( 10,350,000 ) Ordinary share issuance costs ( 18,600,644 ) Plus: Accretion of carrying value to redemption value 28,950,644 Contingently redeemable ordinary share as of December 31, 2021 $ 345,000,000 Plus: Accretion of carrying value to redemption value 2,127,888 Contingently redeemable ordinary share as of September 30, 2022 $ 347,127,888 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”). 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”). Under ASC 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. 14 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 Note”). 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. 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. 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 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 15 Note 6 — Commitments & Contingencies Registration Rights 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. 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. Underwriters Agreement 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. Class B Ordinary shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each. At September 30, 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. 16 Note 8 — Warrants The Public Warrants will become exercisable at $ 11.50 per share on the later of one year from the closing of the IPO and 30 days after the completion of the initial Business Combination; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Company’s 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. 17 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): ● 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; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● 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); and ● 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 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: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● 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. 18 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 Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Description Investments held in trust account- U.S. Money Market Fund $ 1,523 $ 1,523 $ — $ — Investments held in trust account- U.S. Treasury Securities 347,126,365 347,126,365 — — Total Investments held in Trust Account $ 347,127,888 $ 347,127,888 $ — $ — Warrant liabilities – Public warrants $ 1,121,250 $ $ 1,121,250 $ — Warrant liabilities – Private warrants 814,666 — — 814,666 Convertible Note – April 1, 2022 241,000 — — 241,000 Convertible Note – September 6, 2022 241,000 — — 241,000 Total Warrant liabilities $ 2,417,916 $ $ 1,121,250 $ 1,296,666 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. December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2021 (Level 1) (Level 2) (Level 3) Description Investments held in trust account- U.S. Money Market Fund $ 484 $ 484 $ — $ — Investments held in trust account- U.S. Treasury Securities 345,105,197 — 345,105,197 — Total Investments held in Trust Account $ 345,105,681 $ 484 $ 345,105,197 $ — Warrant liabilities – Public warrants $ 4,916,250 $ 4,916,250 $ — $ — Warrant liabilities – Private warrants 3,572,000 — — 3,572,000 Total Warrant liabilities $ 8,488,250 $ 4,916,250 $ — $ 3,572,000 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. 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. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. 19 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 value of 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: At September 30, 2022 At December 31, 2021 Share price $ 9.91 $ 9.68 Strike price $ 11.50 $ 11.50 Term (in years) 0.42 0.50 Volatility de minimis 10.5 % Risk-free rate 4.0 % 1.30 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Warrant Liabilities Fair value as of January 1, 2022 $ 4,916,250 $ 3,572,000 $ 8,488,250 Change in valuation inputs or other assumptions ( 2,760,000 ) ( 2,005,334 ) ( 4,765,334 ) Fair value as of June 30, 2022 2,156,250 1,566,666 3,722,916 Change in valuation inputs or other assumptions ( 1,035,000 ) ( 752,000 ) ( 1,787,000 ) Fair value as of September 30, 2022 $ 1,121,250 $ 814,666 $ 1,935,916 Public Private Placement Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 2, 2021 10,350,000 7,520,000 17,870,000 Change in valuation inputs or other assumptions ( 1,035,000 ) ( 752,000 ) ( 1,787,000 ) Fair value as of June 30, 2021 9,315,000 6,768,000 16,083,000 Change in valuation inputs or other assumptions ( 3,536,250 ) ( 2,569,333 ) ( 6,105,583 ) Fair value as of September 30, 2021 $ 5,778,750 $ 4,198,667 $ 9,977,417 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. 20 The following table presents a summary of the changes in the fair value of level 3 warrant liabilities: Private Placement Public Total Warrant Liabilities Fair value as of January 1, 2022 $ 3,572,000 $ — $ 3,572,000 Change in fair value ( 2,005,334 ) — ( 2,005,334 ) Fair value as of June 30, 2022 1,566,666 — $ 1,566,666 Change in fair value ( 752,000 ) — ( 752,000 ) Fair value as of September 30, 2022 $ 814,666 $ — $ 814,666 Private Placement Public Total Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 2, 2021 7,520,000 10,350,000 17,870,000 Transfer to Level 1 — ( 7,935,000 ) ( 7,935,000 ) Change in fair value ( 752,000 ) ( 2,415,000 ) ( 752,000 ) Fair value as of June 30, 2021 6,768,000 — 6,768,000 Change in fair value ( 3,321,333 ) — ( 3,321,333 ) Fair value as of September 30, 2021 $ 4,198,667 $ — $ 4,198,667 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. 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. On October 31, 2022, a waiver letter was signed by J.P. Morgan Securities LLC (“J.P. Morgan”), pursuant to which J.P. Morgan 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 waiver. 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. 21