What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-05-16 compared with 2022-11-21 · 219 added, 140 removed, 146 unchanged (71% of the section changed)

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The following discussion and analysis of

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

the notes thereto contained elsewhere in this report.

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

forward-looking statements that involve risks and uncertainties.

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

and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below

includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

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Our sponsor is Freedom Acquisition I LLC,

a Cayman Islands limited liability company.

a Cayman Islands limited liability company (the “Sponsor”).

The registration statement

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

On March 2, 2021,

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

On March 2, 2021, we

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

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

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

Simultaneously with the closing

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

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

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

$9.4 million.

Upon the closing of the Initial

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

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

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

Simultaneously with the

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

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

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

approximately $9.4 million.

Upon the closing of the

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

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

the United States with Continental Stock Transfer & Trust Company acting as trustee (“Continental”), and, until the 24-month

anniversary of the consummation of our initial public offering, were invested only in United States “government securities”

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

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

government treasury obligations,

as determined by us, until the earlier of:

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

as described below.

treasury obligations.

To mitigate the risk of us being deemed to have been operating as an unregistered investment company, prior to the 24-month anniversary

of the consummation of the Initial Public Offering, we instructed Continental 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, until the

(i) the completion of a business combination and (ii) the distribution of the Trust Account as described below.

If we have not completed

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

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

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

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

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

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

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

distributions, if any);

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

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

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

There will be no redemption rights or liquidating distributions

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

Results of Operations and Known Trends or Future Events

We have neither engaged in

any operations nor generated any revenues to date.

a business combination during the Extension Period (as defined below), we will (i) cease all operations except for the purpose of winding

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the

Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses)

divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights

as shareholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of the remaining shareholders and the Board, liquidate and dissolve, subject, in each

case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

will be no redemption rights or liquidating distributions with respect to our outstanding Warrants, which will expire worthless if we

fail to consummate a business combination within the Extension Period.

Recent Developments

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.

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

Amendment to Amended and Restated Memorandum

On February 28, 2023, Freedom

held the Extraordinary General Meeting of shareholders, 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 Outstanding Shares of Freedom entitled to vote at the Extraordinary General Meeting at the close of business

on January 23, 2023, which was the Record Date for the Extraordinary General Meeting.

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, the Extension Amendment Proposal, which extended the date by which Freedom

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”).

The voting results for such proposal were as follows:

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 remain outstanding.

At the Extraordinary General

Meeting, the public shareholders also approved the proposal to amend the Trust Agreement, by and between Freedom and Continental, as trustee,

to reflect the Extension Amendment.

The amendment to the Trust Agreement provides that Continental shall commence liquidation of the Trust

Account only and promptly (x) after its receipt of the applicable instruction letter delivered by Freedom in connection with either the

consummation of an initial business combination or Freedom’s inability to effect an initial business combination within the time

frame specified in Freedom’s amended and restated memorandum and articles of association or (y) upon the date that is the later

of the end of the Extension Period and such later date as may be approved by Freedom’s shareholders in accordance with the amended

and restated memorandum and articles of association, if the aforementioned termination letter has not been received by Continental prior

to such date.

The voting results for such proposal were as follows:

Promissory Note

On February 28, 2023, we

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

The proceeds of such promissory note, $1,600,000

of which was drawn down immediately, $400,000 of which may be drawn down, with the mutual consent of us and our Sponsor, if we wish to

extend the date by which we will consummate a business combination beyond June 2, 2023, and $100,000 of which may be drawn down on an

as-needed basis at the discretion of our Sponsor, will be used for general working capital purposes.

Such promissory note bears no interest

and is payable in full upon the consummation of our business combination.

A failure to pay the principal within five business days of

the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which

case the promissory note may be accelerated.

The promissory note shall be forgiven by our Sponsor if we are unable to consummate a business

combination within the time frame specified in our amended and restated memorandum and articles of association (as amended from time to

time), except to the extent of any funds held outside of the trust account established in connection with our initial public offering.

The issuance of the promissory note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities

Act of 1933, as amended.

Results of Operations and Known Trends or

Future Events

We have neither engaged

in any operations nor generated any revenues to date.

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

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

For the three months

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

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

For the three months ended March 31, 2023, we had net income of $170,155,

which consisted of investment income of $2,817,216 on our amounts held in the Trust Account, interest income on operating accounts of

$33, and foreign currency exchange gain of $22, offset by $1,620,336 of operating costs consisting mostly of general and administrative

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

For the nine months

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

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

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

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

expenses, unrealized loss on change in fair value of warrant liability of $769,055, and change in the fair value of convertible notes

For the three months ended

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

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

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

For the nine months ended

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

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

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

We classify the Warrants

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

instruments to fair value at each reporting period.

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

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

As part of the reclassification to warrant liability, we reclassed

March 31, 2022, we had net income of $1,295,281, which consisted of unrealized gain on change in fair value of warrant liability of $2,382,667

and investment income of $109,863 on our amounts held in the Trust Account, offset by $1,198,082 of operating costs consisting mostly

of general and administrative expenses and foreign currency exchange gain of $833.

We classify the Warrants issued

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

to fair value at each reporting period.

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

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

As part of the reclassification to warrant liability, we reclassified

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

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

For the period from the Initial Public

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

Liquidity and Capital Resources

As of September 30, 2022,

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

As of March 31, 2023, we

had cash outside the Trust Account of $47,541 in its operating bank accounts, $116,571,577 in marketable securities held in the Trust

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

of $8,559,023.

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

We have issued two unsecured

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

The Notes were issued as of April 1, 2022

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

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

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

The Notes bear no interest and are

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

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

of our business combination.

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

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

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

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

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

The terms of the Conversion Warrants would

be identical to the Private Placement Warrants.

Our sponsor shall be entitled to certain registration rights relating to the Conversion

The issuance of the Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities

Act of 1933, as amended.

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

We may raise additional capital

through loans or additional investments from the sponsor or an affiliate of the sponsor or certain of its directors and officers.

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

As of March 31, 2023, none of the amount in the Trust Account was available to be withdrawn as described above.

On each of April 1, 2022

and June 6, 2022, we issued an unsecured promissory note in the amount of up to $500,000 to our Sponsor (the “Sponsor Notes”).

On December 14, 2022, we issued an unsecured promissory note in the amount of up to $325,000 to Tidjane Thiam, Adam Gishen, Edward Zeng,

and Abhishek Bhatia (collectively, the “Payees”) (such note, together with the Sponsor Notes, the “Convertible Notes”).

The proceeds of the Convertible Notes, which may be drawn down from time to time until we consummate our initial business combination,

will be used for general working capital purposes.

The Convertible Notes bear no interest and are payable in full upon the earlier to

occur of (i) twenty-four (24) months from the closing of our initial public offering (or such later date as may be extended in accordance

with the terms of our amended and restated memorandum and articles of association) or (ii) the consummation of our business combination.

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

bankruptcy action shall be deemed an event of default, in which case the Convertible Notes may be accelerated.

Prior to our first payment

of all or any portion of the principal balance of the Convertible Notes in cash, our Sponsor and the Payees, as applicable, have the option

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

Warrants”), each warrant exercisable for one of our ordinary shares at an exercise price of $1.50 per share.

The terms of the Conversion

Warrants would be identical to the Private Placement Warrants.

Each of our Sponsor and the Payees shall be entitled to certain registration

rights relating to the Conversion Warrants.

The issuances of the Convertible Notes were made pursuant to the exemption from registration

contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

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.

In addition, on February

28, 2023, we issued an additional unsecured promissory note in the amount of up to $2,100,000 to our Sponsor, as further described under

“—Recent Developments—Promissory Note.”

We may raise additional

capital through loans or additional investments from the Sponsor or an affiliate of the Sponsor or certain of its directors and officers.

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

to meet our working capital needs.

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

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

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

in connection with such business combination.

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

simultaneously with the completion of its business combination.

simultaneously with the completion of the business combination.

If we are unable to raise

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We cannot provide

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

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

Going Concern

In connection with our assessment

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

Financial Statements – Going Concern, pursuant to its Amended and Restated Certificate of Incorporation, we have until March 2,

2023 (absent any extensions of such period with shareholder approval) to consummate a business combination.

If a business combination

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

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

that we will be able to consummate a business combination, or obtain an extension, by this time.

This, as well as its liquidity condition,

raise substantial doubt about our ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets

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

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, we have until the end of the Extension Period to consummate a business

If a business combination is not consummated during the Extension Period, we will have a mandatory liquidation and subsequent

Although we intend to consummate a business combination during the Extension Period, it is uncertain that we will be able

This, as well as our liquidity condition, raise substantial doubt about our ability to continue as a going concern.

No adjustments

have been made to the carrying amounts of assets or liabilities should we be required to liquidate at the end of the Extension Period.

Contractual Obligations

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

We have an agreement to pay

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

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

combination and our liquidation.

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

such services.

For the nine months ended September 30, 2022 and September 30, 2021, the Company incurred $0 and $69,667 expenses in connection

with such services.

We have an agreement to pay

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

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

We have an agreement to

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

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

business combination and our liquidation.

We have an agreement to

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

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

the underwriting 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 for the year ended December 31, 2022 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’

As a result of the reductions, the outstanding deferred underwriting fee payable was reduced to $3,018,750.

Critical Accounting Policies

This management’s discussion

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

been prepared in accordance with U.S.

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

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

liabilities in our unaudited condensed financial statements.

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

related to fair value of financial instruments and accrued expenses.

We base our estimates on historical experience, known trends and

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

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

Actual results may differ

from these estimates under different assumptions or conditions.

There have been no significant changes in our critical accounting policies

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

This management’s

discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial

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

The preparation of these unaudited condensed consolidated financial

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

and the disclosure of contingent assets and liabilities in our unaudited condensed consolidated financial statements.

On an ongoing basis,

we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses.

our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances,

the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent

from other sources.

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

There have been no significant

changes in our critical accounting policies as discussed in the Form 10-K filed by us with the SEC on April 6, 2023.

Class A Ordinary Shares Subject to Possible

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

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

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

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 our balance sheets.

Derivative Warrant Liabilities

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

per share for the three and nine months ended September 30, 2022 and September 30, 2021 because the Warrants are contingently exercisable,

and the contingencies have not yet been met.

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

(loss) per ordinary share for the periods.

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

for the periods presented.

Recent Accounting Pronouncements

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results of operations or cash flows.

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 yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited

condensed financial statements.

condensed consolidated financial statements.

Off-Balance Sheet Arrangements

As of September 30, 2022

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

As of March 31, 2023 and

December 31, 2022, we did not have any off-balance sheet arrangements.

The Jumpstart Our Business

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As a result, the unaudited condensed

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

effective dates.

Additionally, we are in the

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

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

company effective dates.

Additionally, we are in

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

Subject to certain

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis