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Item 1. Financial Statements

2023-05-16 compared with 2022-11-21 · 537 added, 526 removed, 499 unchanged (68% of the section changed)

1 unchanged sentence

FREEDOM ACQUISITION I CORP.

CONDENSED BALANCE SHEETS

September 30,

CONDENSED CONSOLIDATED BALANCE SHEETS

Current assets:

1 unchanged sentence

Total current assets

Prepaid expenses - long term

Cash and marketable securities held in Trust Account

4 unchanged sentences

Accounts payable and accrued expenses

Convertible promissory note

Promissory Note - Related Party

Convertible Promissory Note – Related Party

Total current liabilities

3 unchanged sentences

Commitments and Contingencies (See Note 6)

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

Class A Ordinary shares subject to possible redemption 11,243,496 and 34,500,000 shares subject to possible redemption at redemption value at March 31, 2023 and December 31, 2022, respectively

Shareholders’ Deficit:

1 unchanged sentence

1,000,000 shares authorized;

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

none issued or outstanding at March 31, 2023 and December 31, 2022

Class A ordinary shares, $ 0.0001 par value;

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

200,000,000 shares authorized at March 31, 2023 and December 31, 2022

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

8,625,000 shares issued and outstanding at March 31, 2023 and December 31, 2022

Additional paid-in capital

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The accompanying notes are an integral part of

these unaudited condensed financial statements.

these unaudited condensed consolidated financial statements.

FREEDOM ACQUISITION I CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS

For the Three Months Ended

For the Nine Months Ended

September 30,

Operating costs

Legal fee discount

Income (loss) Loss from operations

Loss from operations

( 1,620,336 )

( 1,198,082 )

Other income:

Foreign currency exchange gain (loss)

Other income (expense):

Foreign currency exchange gain

Interest income on operating accounts

Interest income on marketable securities held in Trust Account

1 unchanged sentence

Change in fair value of convertible note

Offering expenses related to warrant issuance

Total other income, net

4 unchanged sentences

The accompanying notes are an integral part of

these unaudited condensed financial statements.

these unaudited condensed consolidated financial statements.

FREEDOM ACQUISITION I CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN

SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGE IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2023

Ordinary Shares

Shareholders’

Balance as of December 31, 2022

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$ ( 11,490,298 )

Balance as of March 31, 2022

( 20,628,070 )

( 20,627,207 )

Accretion of Class A ordinary shares subject to possible redemption

Proceeds received on convertible note less than fair value

Accretion portion net against additional paid-in capital

Balance as of June 30, 2022

$ ( 18,782,303 )

$ ( 18,781,440 )

Accretion of Class A ordinary shares subject to possible redemption

1 unchanged sentence

( 4,017,216 )

Balance as of September 30, 2022

Balance as of March 31, 2023

$ ( 17,378,444 )

1 unchanged sentence

The accompanying notes are an integral part of

these unaudited condensed financial statements.

these unaudited condensed consolidated financial statements.

FREEDOM ACQUISITION I CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN

SHAREHOLDERS’ EQUITY AND DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGE IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Ordinary Shares

Shareholders’

Balance as of December 31, 2021

Sale of Units in Initial Public Offering, net of underwriter fee

Cash paid in excess of fair value for private placement warrants

Class A ordinary shares subject to possible redemption

$ ( 21,923,351 )

Accretion of Class A ordinary shares subject to possible redemption

$ ( 21,922,488 )

( 27,046,507 )

( 28,950,644 )

Balance as of March 31, 2022

1 unchanged sentence

$ ( 20,627,207 )

( 2,796,798 )

Balance as of June 30, 2021

( 26,464,687 )

( 26,463,824 )

Balance as of September 30, 2021

$ ( 20,680,180 )

$ ( 20,679,317 )

The accompanying notes are an integral part

of these unaudited condensed financial statements.

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

FREEDOM ACQUISITION I CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

September 30,

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

For the Three Months Ended

Cash Flows from Operating Activities:

4 unchanged sentences

( 2,382,667 )

( 7,892,583 )

Change in fair value of convertible note

Offering costs allocated to warrants

Changes in current assets and current liabilities:

Prepaid expenses

( 1,023,194 )

Accounts payable and accrued expenses

Net cash used in operating activities

( 1,108,025 )

( 1,936,694 )

Cash Flows from Investing Activities:

Investment of Cash into Trust Account

Cash withdrawn from Trust Account in connection with redemptions

Net cash provided by investing activities

Cash Flows from Financing Activities:

Proceeds from issuance of Convertible Promissory Note - Related Party

Proceeds from issuance of Promissory Note - Related Party

Redemption of ordinary shares

( 237,372,952 )

Net cash used in investing activities

Net cash used in financing activities

( 235,672,952 )

Cash Flows from Financing Activities:

Proceeds from Initial Public Offering, net of underwriters’ discount

Proceeds from issuance of Private Placement Warrants

Proceeds from issuance of Convertible Promissory Note

Repayment of promissory note to related party

Payments of offering costs

Net cash provided by financing activities

Net Change in Cash

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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

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

Accretion of Class A ordinary shares subject to possible redemption

Deferred offering costs paid under promissory note

Accretion of carrying value to redemption value

The accompanying notes are an integral part of

these unaudited condensed financial statements.

these unaudited condensed consolidated financial statements.

FREEDOM ACQUISITION I CORP.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations

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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” or “Freedom”) 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.

On October 3, 2022, the Company

entered into a Business Combination Agreement with 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

Holding Corporation, a Delaware corporation, and The Solaria Corporation, a Delaware corporation.

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.

As of March 31, 2023, the Company

had not yet commenced any operations.

All activity through March 31, 2023, 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, its operating cash account, and changes in

the fair value of warrant liabilities and promissory note.

The registration statement

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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

to $ 19,175,922 , consisting of $ 6,405,000 of underwriting fees, $ 12,075,000 of deferred underwriting fees 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

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

of operations with the rest of the offering costs charged to shareholders’ deficit for the year ended December 31, 2021.

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

1 unchanged sentence

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.

Private Placement Warrants was placed in a trust account (the “Trust Account”).

The funds in the Trust Account were, since

the IPO and until the 24-month anniversary of the consummation of the IPO, 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.

To mitigate the risk of the Company being deemed to have been operating as an unregistered investment company,

prior to the 24-month anniversary of the consummation of the IPO, the Company instructed Continental Stock Transfer & Trust

Company, the trustee with respect to the Trust Account, to liquidate the U.S.

government treasury obligations or money market funds held

in the Trust Account and to hold all the funds in the Trust Account in cash in a bank deposit account.

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 during the Extension Period (as defined below), 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.

Initial Business Combination

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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

The Class A ordinary shares

subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance

with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case,

the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 either immediately

prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding

shares voted are voted in favor of the Business Combination.

The Company will have 24

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

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

of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on

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

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

and then seek to dissolve and liquidate.

On February 28, 2023,

the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at which holders

of 35,373,848 ordinary shares, comprised of 26,773,848 Class A ordinary shares and 8,600,000 Class B ordinary shares, were present

in person or by proxy, representing approximately 82.02 % of the voting power of the 43,125,000 issued and outstanding ordinary shares

of the Company entitled to vote at the Extraordinary General Meeting at the close of business on January 23, 2023, which was the record

date (the “Record Date”) for the Extraordinary General Meeting (such shares, the “Outstanding Shares”).

The Outstanding

Shares on the Record Date were comprised of 34,500,000 Class A ordinary shares and 8,625,000 Class B ordinary shares.

At the Extraordinary General

Meeting, the shareholders approved, by special resolution, a proposal (the “Extension Amendment Proposal”) to amend the amended

and restated memorandum and articles of association to extend the date by which the Company must (i) consummate a merger, amalgamation,

share exchange, asset acquisition, share purchase, reorganization or similar business combination, which Freedom refers to as its initial

business combination, (ii) cease its operations except for the purpose of winding up if it fails to complete such initial business combination,

and (iii) redeem all of the Class A ordinary shares, included as part of the units sold in the initial public offering, for an additional

three months, from March 2, 2023 to June 2, 2023, and thereafter to up to three (3) times by an additional one month each time (or up

to September 2, 2023) (the “Extension Amendment,” and such period, as may be extended, the “Extension Period”).

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

In connection with the Extension

Amendment, public shareholders elected to redeem an aggregate of 23,256,504 Class A ordinary shares at a redemption price of $ 10.21

per share, representing approximately 67.41 % of the issued and outstanding Class A ordinary shares, for an aggregate redemption amount

of approximately $ 237,372,952 .

Following such redemptions, approximately $ 114,759,374 remained in the Trust Account and 11,243,496 Class

A ordinary shares remained outstanding.

The Company’s Sponsor,

3 unchanged sentences

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

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

The Company’s Sponsor

11 unchanged sentences

Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

As of September 30, 2022,

the Company had cash outside the Trust Account of $ 169,558 available for working capital needs.

As of March 31, 2023, the

Company had cash outside the Trust Account of $ 47,541 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

is 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 elect to withdraw from the interest income earned on the Trust Account to pay

the Company’s tax obligations.

For the three months ended March 31, 2023, the Company had $ 2,817,216 in interest income earned on

the Trust Account.

The Company may raise additional

16 unchanged sentences

In connection with the Company’s

assessment of going concern considerations in accordance with ASC Topic 205-40 Presentation of Financial Statements – Going Concern,

pursuant to its Amended and Restated Certificate of Incorporation, the Company has until March 2, 2023 (absent any extensions of such

period with shareholder approval) to consummate a Business Combination.

If a Business Combination is not consummated by this date, or

its shareholders have not approved an extension, there will be a mandatory liquidation and subsequent dissolution of the Company.

the Company intends to consummate a Business Combination on or before March 2, 2023, and may seek an extension, it is uncertain that the

Company will be able to consummate a Business Combination, or obtain an extension, by this time.

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

of Financial Statements – Going Concern,” pursuant to its Amended and Restated Certificate of Incorporation, the Company has

until the end of the Extension Period to consummate a Business Combination.

If a Business Combination is not consummated by this date,

there will be a mandatory liquidation and subsequent dissolution of the Company.

Although the Company intends to consummate a Business

Combination during the Extension Period, it is uncertain that the Company will be able to do so.

This, as well as its liquidity condition,

1 unchanged sentence

No adjustments have been made to the carrying

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

amounts of assets or liabilities should the Company be required to liquidate at the end of the Extension Period.

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

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 financial statements.

The unaudited condensed consolidated

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Consideration of IR Act Excise Tax

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

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

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

domestic corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations occurring on or after

January 1, 2023.

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

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

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

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

In addition, certain exceptions apply to the

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

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

Any redemption or other repurchase that occurs after December

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

Whether and to what

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

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

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

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

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

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

tax have not been determined.

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

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

Note 2 — Significant Accounting Policies

1 unchanged sentence

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

condensed consolidated 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.

included in unaudited condensed consolidated 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 consolidated 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,

condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K for the year ended December

31, 2022 as filed with the SEC on April 6, 2023, which contains the audited consolidated financial statements and notes thereto.

results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December

31, 2023 or for any future interim periods.

Emerging Growth Company Status

Principles of Consolidation

The accompanying unaudited

condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

All significant intercompany

balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging

14 unchanged sentences

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.

This may make comparison of the Company’s unaudited condensed consolidated 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.

The preparation of the unaudited

condensed consolidated 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

consolidated financial statements and the reported amounts of expenses during the reporting period.

Actual results could differ from those

Estimates made in preparing

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

Cash Equivalents

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

liabilities and promissory note.

Cash and Cash Equivalents

The Company considers all

1 unchanged sentence

The Company did not

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

have any cash equivalents as of March 31, 2023 and December 31, 2022.

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.

At March 31, 2023, the assets held in the Trust Account were held in

a cash operating account maintained by the Trustee.

As of December 31, 2022,

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:

September 30,

Treasury Securities

investment in the Company’s Trust Account consisted of $ 349,927,313 in a money market fund with a maturity of 180 days or less.

Following the maturity of the U.S.

Treasury securities on December 1, 2022, the Company immediately reinvested the entirety of the Trust

Account into a money market fund.

The money market fund is disclosed at fair value on the consolidated balance sheet.

Subsequently, in

March 2023, the Company moved the entirety of the Trust Account into a cash account at the Trustee.

The Company considers all investments

with original maturities of more than three months but less than one year to be short-term investments.

The carrying value approximates

the fair value due to its short-term maturity.

The carrying value, excluding gross unrealized holding losses and fair value of held to

maturity securities on March 31, 2023 and December 31, 2022 are as follows:

$ 116,571,577

Treasury Securities

Money Market Funds

$ 349,927,313

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.

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.

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

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

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

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.

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.

Convertible Promissory Notes—Related Party

The Company accounts for its

convertible promissory notes 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.

has made such election for its convertible promissory notes.

Using the fair value option, the convertible promissory notes are required

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

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

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 consolidated 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 consolidated

statements of operations.

Concentration of Credit Risk

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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.

At March 31, 2022 and December 31, 2022, the Company has not

experienced losses on this account.

Ordinary Shares Subject to Possible Redemption

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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.

Accordingly, as of March 31, 2023 and December 31, 2022, 11,243,496 and 34,500,000 Class

A ordinary shares, respectively, subject to possible redemption are presented at redemption value as temporary equity, outside of the

shareholders’ deficit section of the Company’s consolidated balance sheets.

Net Income Per Ordinary Share

The Company has two

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

Earnings and losses are shared pro

rata between the two classes of shares.

The 14,891,667 potential ordinary shares for outstanding warrants to purchase the

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

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

diluted net income per ordinary share is the same as basic net income per ordinary share for the periods.

The table below

presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each

class of ordinary share:

For the Three Months Ended

September 30, 2022

For the Nine Months Ended

September 30, 2022

Basic and diluted net income per share:

Allocation of net income

Weighted average shares outstanding

Basic and diluted net income per share

For the Three Months Ended

September 30, 2021

For the Nine Months Ended

September 30, 2021

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 months ended March 31, 2023 and 2022 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 March 31,

Basic and diluted net income per share:

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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.

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 December 31, 2022, offering costs totaling $ 19,175,922 have been

charged to temporary equity (consisting of $ 6,405,000 of underwriting fees, $ 12,075,000 of deferred underwriting fees and $ 695,922 of

other offering costs).

Of the total transaction cost, $ 575,278 was recorded as a non-operating expense in the consolidated 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

As of October 25, 2022, and November 2, 2022, respectively, J.P.

Morgan Securities LLC and Deutsche Bank Securities Inc.

waived their portions of the deferred underwriting fee which is reflected in the consolidated statement of operations and the consolidated

statement of change in shareholders’ deficit as a reduction of transaction costs incurred in connection with the IPO.

the deferred underwriting fee was reduced by $ 9,056,250 , of which $ 271,687 is shown in the consolidated statement of operations as a reduction

of transaction costs incurred in connection with the IPO and $ 8,784,563 is charged to additional paid-in capital in the consolidated statement

of change in shareholders’ deficit.

As a result of the reductions, the outstanding deferred underwriting fee payable was reduced

to $ 3,018,750 .

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.

assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements,” approximates

the carrying amounts represented in the consolidated balance sheets.

Derivative Warrant Liabilities

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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.

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

of operations.

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

The fair value

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

After the Public Warrants were separately traded, the measurement

of the Public Warrants used an observable market quote in an active market.

The Company follows the asset

and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are

recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of

existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates

expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

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

After the Public Warrants were separately

traded, the measurement of the Public Warrants used an observable market quote in an active market.

The Company follows the

asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities

are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts

of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax

rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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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.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and

December 31, 2022.

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.

There is currently no taxation

imposed on income by the Government of the Cayman Islands.

In accordance with federal income tax regulations, income taxes are not levied

on the Company, but rather on the individual owners.

United States (“U.S.”) taxation would occur on the individual owners

if certain tax elections are made by U.S.

owners and the Company were treated as a passive foreign investment company.

The Company believes

that it was a passive foreign investment company for the 2023 and 2022 taxable years.

Additionally, U.S.

taxation could occur to the Company

itself if the Company is engaged in a U.S.

trade or business.

The Company is not expected to be treated as engaged in a U.S.

business at this time.

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.

amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.

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

beginning on January 1, 2021.

In August 2020, the 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,

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.

Adoption of the ASU did not impact the Company’s financial position, results

of operations or cash flows.

In June 2016, the FASB issued

ASU 2016-13 “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments”

(“ASU 2016-13”) .

This update requires financial assets measured at amortized cost basis to be presented at the net

amount expected to be collected.

The measurement of expected credit losses is based on relevant information about past events, including

historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.

Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies.

The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with

early adoption permitted.

The Company adopted ASU 2016-13 on January 1, 2023.

The adoption of ASU 2016-13 did not have a material impact

on its condensed consolidated financial statements.

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.

that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed

consolidated 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”).

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

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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.

of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.

The Class A ordinary share

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initial book value to redemption amount value.

The change in the carrying value of redeemable ordinary share resulted in charges against

The change in the carrying value of redeemable ordinary shares resulted in charges against

additional paid-in capital and accumulated deficit.

As of September 30, 2022

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

As of March 31, 2023 and December

31, 2022, the ordinary share reflected on the condensed consolidated balance sheets are reconciled in the following table:

Gross proceeds from IPO

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Accretion of carrying value to redemption value

Contingently redeemable ordinary share as of December 31, 2021

Contingently redeemable ordinary shares as of December 31, 2022

$ 349,927,313

( 237,372,952 )

Accretion of carrying value to redemption value

Contingently redeemable ordinary share as of September 30, 2022

Contingently redeemable ordinary share s

as of March 31, 2023

$ 116,571,577

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.

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.

are 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

Note 5 — Related Party Transactions

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Promissory Note — Related Party

On December 30, 2020, the

Sponsor agreed to loan the Company up to $ 300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Promissory

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

As of September 30, 2022

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

On February 28, 2023, the

Company issued an unsecured promissory note in the amount of up to $ 2,100,000 to the Sponsor.

The note is non-interest bearing and is

to be utilized for general working capital purposes.

As of March 31, 2023, there was $ 1,600,000 amount outstanding under the promissory

Working Capital Loans

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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

to the Notes described below, up to $ 675,000 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.

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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.

On April 1, 2022 and June

6, 2022, the Company issued unsecured promissory notes in the amounts of up to $ 500,000 and $ 500,000 , respectively, to the Sponsor.

December 14, 2022, the Company issued an unsecured promissory note in the amount of up to $ 325,000 to Tidjane Thiam, the Company’s

Executive Chairman, Adam Gishen, the Company’s Chief Executive Officer, Edward Zeng, a director of the Company, and Abhishek Bhatia,

a board observer of the Company (collectively, the “Payees”) (such promissory note, together with the unsecured promissory

notes issued on April 1, 2022 and June 6, 2022, the “Notes”).

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 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

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.

Prior to the Company’s first payment of all or any portion

of the principal balance of the Notes in cash, the Sponsor and the Payees, as applicable, have 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 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 and the Payees shall be entitled to certain registration rights relating to

the Conversion Warrants.

The issuances of the Notes were made pursuant to the exemption from registration contained in Section 4(a)(2)

of the Securities Act.

As of March 31, 2023 and December 31, 2022, the Company had an aggregate of $ 1,174,127 and $ 828,600 borrowed, respectively,

related to the Notes of which $ 100,000 had been drawn within the three months ended, March 31, 2023.

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

Note 6 — Commitments & Contingencies

Commencing on the date of

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

were paid on a monthly basis via invoices, and there was no amount due under the Administrative Services Agreement as of March 31, 2023

and December 31, 2022.

Note 6 — Commitments and Contingencies

Registration Rights

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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.

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.

As of October 25, 2022, and November 2, 2022, respectively, J.P.

Morgan Securities

LLC and Deutsche Bank Securities Inc.

have waived their portions of the deferred underwriting fee which is reflected in the consolidated

statement of operations and the consolidated statement of change in shareholders’ deficit as a reduction of transaction costs incurred

in connection with IPO.

Therefore, the deferred underwriting fee was reduced by $ 9,056,250 , of which $ 271,687 is shown in the consolidated

statement of operations as a reduction of transaction costs incurred in connection with the IPO and $ 8,784,563 is charged to additional

paid-in capital in the consolidated statement of change in shareholders’ deficit.

As a result of the reductions, the outstanding

deferred underwriting fee payable was reduced to $ 3,018,750 .

Business Combination Agreement

On October 3, 2022, the

Company entered into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”),

with Jupiter Merger Sub I Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”),

Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Second Merger Sub”),

Complete Solaria, Inc.

(formerly known as Complete Solar Holding Corporation), a Delaware corporation (“Complete Solaria”)

and The Solaria Corporation, a Delaware corporation (“Solaria”).

The Business Combination

Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will

occur (together with the other agreements and transactions contemplated by the Business Combination Agreement, the “Business Combination”):

the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), upon the terms and subject

to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended, (i) First Merger Sub will merge with

and into Complete Solaria, with Complete Solaria surviving as a wholly owned subsidiary of the Company, (ii) immediately thereafter and

as part of the same overall transaction, Complete Solaria will merge with and into Second Merger Sub, with Second Merger Sub surviving

as a wholly owned subsidiary of the Company, and (iii) immediately after the consummation of the Second Merger and as part of the same

overall transaction, Solaria will merge with and into a newly formed Delaware limited liability company and wholly-owned subsidiary of

the Company (“Third Merger Sub”), with Third Merger Sub surviving as a wholly-owned subsidiary of the Company;

the Closing, all outstanding shares of capital stock of Complete Solaria (subject to certain restrictions) and all options and warrants

to acquire shares of capital stock of Complete Solaria will convert into the right to receive shares of common stock, par value $ 0.0001

per share, of the Company (“Freedom Common Stock”) or comparable equity awards that are settled or are exercisable for shares

of Freedom Common Stock;

the Closing, the Company will be renamed “Complete Solaria, Inc.”

On October 2, 2022 and October

3, 2022, respectively, a special committee (the “Freedom Special Committee”) of the board of directors of the Company (the

“Board”) and the Board (i) approved the Business Combination Agreement and the Business Combination and (ii) resolved to recommend

that the shareholders of the Company approve the Business Combination Agreement and the Business Combination.

First Amendment to the Business Combination

On December 26, 2022, the

Company, Complete Solaria, First Merger Sub and Second Merger Sub entered into that certain First Amendment to Business Combination Agreement

(the “First Amendment”) amending the Business Combination Agreement, dated as of October 3, 2022, by and among the Company,

Complete Solaria, First Merger Sub and Second Merger Sub.

The First Amendment deletes

the following provisions in the Business Combination Agreement:

condition to the obligation of Complete Solaria to consummate the Business Combination that there be, as of the Closing, at least $ 100,000,000

in Available Acquiror Cash (as such term is defined in the Business Combination Agreement);

obligation of each of the Company and Complete Solaria to use reasonable best efforts to cause the Available Acquiror Cash to equal or

exceed $ 100,000,000 as of immediately prior to the Closing;

right of Complete Solaria to terminate the Business Combination Agreement if:

Solaria has not consummated the issuances of convertible note investments in Complete Solaria for an aggregate purchase price of at least

$ 10,000,000 on or before January 16, 2023;

a meeting of shareholders of the Company to extend the deadline by which the Company is required to consummate the Business Combination

under its organizational documents, a number of shareholders of the Company elect to redeem their ordinary shares such that the amount

remaining in the Company’s trust account after processing such redemptions, when taken together with the amounts included in prongs

(ii), (iii), (iv) and (v) of the definition of Available Acquiror Cash (as described above) is less than $ 100 million;

obligation of the Company and Complete Solaria to make termination payments in certain circumstances.

Second Amendment to the Business Combination Agreement

On January 17, 2023, the Company, Complete Solaria,

First Merger Sub and Second Merger Sub entered into that certain Second Amendment to Business Combination Agreement (the “Second

Amendment”) amending the Business Combination Agreement, dated as of October 3, 2022, by and among the Company, Complete Solaria,

First Merger Sub and Second Merger Sub, as amended by the First Amendment.

The Second Amendment

provides that, if the Company and Complete Solaria determine in good faith by January 1, 2023 that it is probable that the Business Combination

will be consummated after March 1, 2023, the Company will be required to prepare (with the reasonable cooperation of Complete Solaria)

and file with the SEC a proxy statement pursuant to which it will seek the approval of its shareholders for proposals to amend the Company’s

organizational documents to extend the time period for the Company to consummate its initial business combination for (x) up to an additional

six (6) months, from March 2, 2023 to September 2, 2023 (the original Business Combination Agreement provided for an extension from March

1, 2023 to September 2, 2023) or (y) such other period of time as the Company and Complete Solaria may mutually agree (the original Business

Combination Agreement contemplated no such prong (y)).

In addition, the Second Amendment amends the Business Combination Agreement by

changing the latest permitted Agreement End Date (as defined in the Business Combination Agreement) from September 1, 2023 to September

Note 7 — Shareholders’ Deficit

1 unchanged sentence

The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each.

At September 30,

At March 31, 2023

and December 31, 2022, 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 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.

31, 2023 and December 31, 2022, there were 11,243,496 and 34,500,000 Class A ordinary shares outstanding, all of which

is subject to possible redemption, respectively.

Class B Ordinary shares —

16 unchanged sentences

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,

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,

46 unchanged sentences

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.

to be determined in good faith by the Board and in the case of any such issuance to the Company’s Sponsors or their affiliates,

without taking into account any Founder Shares held by the Company’s initial shareholders or such affiliates, as applicable, prior

to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than

60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the

completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Company’s

Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates

its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the

warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and

the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class

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

exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly

Issued Price, respectively.

Redemption of Warrants When the Price per Class A

8 unchanged sentences

or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like).

Redemption of Warrants When the Price per Class A

Ordinary Share Equals or Exceeds $10.00

Once the warrants become exercisable, the Company

may redeem the outstanding warrants:

whole and not in part;

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

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

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

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

recapitalizations and the like);

the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations

and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding

public warrants, as described above.

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);

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

9 unchanged sentences

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following table presents

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

As of March 31,

2023, the remainder of the U.S.

Treasury securities held in the Trust Account after redemptions were deposited into the cash operating

account maintained by the trustee.

The following table presents information about the Company’s assets and liabilities that are

measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation

inputs the Company utilized to determine such fair value:

Quoted Prices In

Investments held in trust account- U.S.

Money Market Fund

Investments held in trust account- U.S.

Treasury Securities

Total Investments held in Trust Account

$ 347,127,888

Warrant liabilities – Public warrants

1 unchanged sentence

Convertible Note – April 1, 2022

Convertible Note – September 6, 2022

Convertible Note – June 6, 2022

Convertible Note – December 14, 2022

Total Warrant liabilities

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

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

Quoted Prices In

Investments held in trust account- U.S.

Money Market Fund

Investments held in trust account- U.S.

Treasury Securities

Investments held in trust account- Money Market Funds

Total Investments held in Trust Account

3 unchanged sentences

Warrant liabilities – Private warrants

Convertible Note – April 1, 2022

Convertible Note – June 6, 2022

Convertible Note – December 14, 2022

Total Warrant liabilities

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

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

life of the warrants.

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 March 31, 2023 and December 31, 2022 is classified

as Level 2 due to the use of an observable market quote in an active market.

The Company utilizes a binomial

lattice simulation model to value the private placement warrants and the convertible promissory notes at each reporting period, with changes

in fair value recognized in the condensed consolidated 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.

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.

The aforementioned warrant

2 unchanged sentences

1, 2, and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

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

The following table provides quantitative information

regarding Level 3 fair value measurements:

September 30,

of the securities transferred from a Level 2 measurement to a Level 1 measurement during the year ended December 31, 2022 was $ 348,810,523 .

There was a transfer of $ 1,725,000 from Level 1 to Level 2 in the fair value hierarchy for Public Warrants during the year ended December

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three months ended March

31, 2023 for the securities, warrants, or any of the convertible promissory notes.

The following table provides

quantitative information regarding Level 3 fair value measurements of the warrants:

Term (in years)

1 unchanged sentence

Dividend yield

The following table presents the changes in the

fair value of warrant liabilities:

The following table provides quantitative information regarding Level 3

fair value measurements of the convertible promissory notes:

Term (in years)

Risk-free rate

Dividend yield

The following table presents

the changes in the fair value of the convertible promissory notes:

Fair value as of January 1, 2023

Change in valuation inputs or other assumptions

( 2,760,000 )

( 2,005,334 )

( 4,765,334 )

Fair value as of June 30, 2022

Change in valuation inputs or other assumptions

( 1,035,000 )

( 1,787,000 )

Fair value as of September 30, 2022

Borrowing during the quarter ended March 31, 2023

Proceeds received in excess of initial fair value of convertible promissory note

Change in fair value

Fair value as of March 31, 2023

The following table presents

the changes in the fair value of warrant liabilities:

Fair value as of January 1, 2022

Initial measurement on March 2, 2021

Change in valuation inputs or other assumptions

1 unchanged sentence

( 2,318,667 )

Fair value as of June 30, 2021

Change in valuation inputs or other assumptions

( 5,509,917 )

( 2,569,333 )

( 6,105,583 )

Fair value as of September 30, 2021

The Company recognized gains

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

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

The Company recognized

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

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

Fair value as of December 31, 2022

Change in valuation inputs or other assumptions

Fair value as of March 31, 2023

The following table presents

5 unchanged sentences

( 2,318,667 )

Fair value as of June 30, 2022

Change in fair value

Fair value as of September 30, 2022

Fair value as of January 1, 2021

Initial measurement on March 2, 2021

Transfer to Level 1

( 7,935,000 )

Change in fair value

( 2,415,000 )

Fair value as of June 30, 2021

Fair value as of December 31, 2022

Change in fair value

( 3,321,333 )

Fair value as of September 30, 2021

Fair value as of March 31, 2023

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.

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

Morgan Securities LLC (“J.P.

Morgan”), pursuant to which J.P.

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

underwriting agreement.

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

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

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

The Company evaluated subsequent

events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the financial statements

Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment

or disclosure in the unaudited condensed consolidated financial statements.

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

What changed 10-Q

Item 1. Financial Statements