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Item 1. Financial Statements

2023-08-14 compared with 2023-05-16 · 862 added, 814 removed, 222 unchanged (88% of the section changed)

Financial Statements

FREEDOM ACQUISITION I CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

to Freedom Acquisition I Corp.)

CONSOLIDATED BALANCE SHEETS

Current assets:

14 unchanged sentences

Commitments and Contingencies (See Note 6)

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

Class A Ordinary shares subject to possible redemption 11,243,496 and 34,500,000 shares subject to possible redemption at redemption value at June 30, 2023 and December 31, 2022, respectively

Shareholders’ Deficit:

1 unchanged sentence

1,000,000 shares authorized;

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

none issued or outstanding at June 30, 2023 and December 31, 2022

Class A ordinary shares, $ 0.0001 par value;

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

200,000,000 shares authorized at June 30, 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 March 31, 2023 and December 31, 2022

8,625,000 shares issued and outstanding at June 30, 2023 and December 31, 2022

Additional paid-in capital

8 unchanged sentences

$ 350,120,913

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

FREEDOM ACQUISITION I CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS

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

to Freedom Acquisition I Corp.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

Operating costs

2 unchanged sentences

( 3,131,612 )

Other income (expense):

( 2,022,164 )

Other (expense) income:

Foreign currency exchange gain

2 unchanged sentences

Change in fair value of warrant liabilities

( 2,537,572 )

( 3,306,627 )

Change in fair value of convertible note

Total other income, net

Total other (expense) income, net

( 1,144,218 )

Net (loss) income

$ ( 2,655,494 )

$ ( 2,485,339 )

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

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption

Weighted average shares outstanding, Class B ordinary shares

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

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

FREEDOM ACQUISITION I CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGE IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2023

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

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

to Freedom Acquisition I Corp.)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS’ DEFICIT

THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Ordinary Shares

10 unchanged sentences

( 15,325,161 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

FREEDOM ACQUISITION I CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGE IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Accretion of Class A ordinary shares subject to possible redemption

( 1,808,051 )

( 2,655,494 )

Balance as of June 30, 2023

$ ( 20,033,938 )

$ ( 19,788,706 )

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

to Freedom Acquisition I Corp.)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS’ DEFICIT

THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Ordinary Shares

Shareholders’

Balance as of December 31, 2021

4 unchanged sentences

( 20,627,207 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

FREEDOM ACQUISITION I CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

For the Three Months Ended

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 )

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

to Freedom Acquisition I Corp.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Net (loss) income

$ ( 2,485,339 )

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

9 unchanged sentences

Cash withdrawn from Trust Account in connection with redemptions

Investment of Cash into Trust Account

Net cash provided by investing activities

4 unchanged sentences

( 237,372,952 )

Net cash used in financing activities

Net cash (used in) provided by financing activities

( 234,972,952 )

3 unchanged sentences

Supplemental disclosure of noncash financing activities:

Proceeds received in excess of initial fair value of convertible promissory

Accretion of carrying value to redemption value

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

FREEDOM ACQUISITION I CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations

Organization and General

Freedom Acquisition I Corp.

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

to Freedom Acquisition I Corp.)

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 — Organization and Business Operations

Acquisition I Corp.

(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.

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

4 unchanged sentences

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

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

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

On March 2, 2021, the Company

consummated the IPO of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in

the Units being offered, the “public share”), at $ 10.00 per Unit, generating gross proceeds of $ 345,000,000 , which is

discussed in Note 3.

Simultaneously with the closing

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

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

Transaction costs amounted

to $ 19,175,922 , consisting of $ 6,405,000 of underwriting 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 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

Following the closing of

the IPO on March 2, 2021, an amount of $ 345,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the

Private Placement Warrants was placed in a trust account (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

The Company’s management

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

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

The Company’s Business

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

in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination.

Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding

voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register

as an investment company under the Investment Company Act.

There is no assurance that the Company will be able to successfully effect

a Business Combination.

The Company will provide

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

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

a tender offer.

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

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

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

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

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

The 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.

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,

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

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

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

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

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

The Company’s Sponsor

has agreed that it will be liable to the Company if and to the extent any claims by a third-party for services rendered or products sold

to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or

similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per

public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account,

if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability

will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies

held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity

of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently

verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s

only assets are securities of the Company.

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

As of March 31, 2023, the

As of June 30, 2023, the

Company had not yet commenced any operations.

All activity through June 30, 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.

July 17, 2023, as previously disclosed and as contemplated by the Business Combination Agreement and described in the definitive

proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2023, as supplemented

by the supplement to the proxy statement/prospectus filed with the SEC on July 10, 2023 (the “Proxy Statement”) in the

section titled “Proposal No.

2—Domestication Proposal” beginning on page 183 of the Proxy Statement, the Company filed

an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents,

and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware,

under which the Company was domesticated and continues as a Delaware corporation, changing its name to “Complete Solaria, Inc.”

(the “Domestication”).

July 18, 2023 (the “Closing Date”) and following the approval at an extraordinary general meeting of the shareholders

of the Company held on July 11, 2023 (the “Special Meeting”), as contemplated by the Business Combination Agreement

and described in the Proxy Statement in the section titled “Proposal No.

1—The Business Combination Agreement” beginning

on page 124 of the Proxy Statement, the parties consummated the closing of the transactions contemplated by the Business Combination

Agreement (collectively, the “Business Combination”), whereby (i) First Merger Sub merged with and into Legacy Complete

Solaria, with Legacy Complete Solaria surviving as a wholly-owned subsidiary of the Company (the “First Merger”), (ii) immediately

thereafter and as part of the same overall transaction, Legacy Complete Solaria merged with and into Second Merger Sub, with Second Merger

Sub surviving as a wholly-owned subsidiary of the Company (the “Second Merger”), and Second Merger Sub changed its name to

“CS, LLC”, and (iii) immediately after the consummation of the Second Merger and as part of the same overall transaction,

Solaria merged with and into a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company and changed

its name to “SolarCA LLC” (“Third Merger Sub”), with Third Merger Sub surviving as a wholly-owned subsidiary

of the Company (the “Additional Merger”, and together with the First Merger and the Second Merger, the “Mergers”).

connection with Special Meeting, holders of the Company’s Class A Ordinary Shares had the right to elect to redeem all or

a portion of their Class A Ordinary Shares for a per share price calculated in accordance with the Company’s organizational

As of the Closing Date, holders of 7,784,739 shares of Class A Ordinary Shares had validly elected to redeem their Class A

Ordinary Shares for a full pro rata portion of the trust account holding the proceeds from the Company’s initial public offering,

or approximately $ 10.56 per share and $ 82,240,293 the aggregate.

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

March 2, 2021, the Company consummated the IPO of 34,500,000 units (the “Units” and, with respect to the Class

A ordinary shares included in the Units being offered, the “public share”), at $ 10.00 per Unit, generating gross proceeds

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

Simultaneously

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

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

costs amounted to $ 19,175,922 , consisting of $ 6,405,000 of underwriting 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 the

consolidated statement of operations with the rest of the offering costs charged to shareholders’ deficit for the year ended December

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 closing of the IPO on March 2, 2021, an amount of $ 345,000,000 from the net proceeds of the sale of the Units in the IPO and

the sale of the Private Placement Warrants was placed in a trust account (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.

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.

Business Combination

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

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

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

of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination.

However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or

more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it

not to be required to register as an investment company under the Investment Company Act.

There is no assurance that the Company will

be able to successfully effect a Business Combination.

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

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

or (ii) by means of a tender offer.

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

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

The shareholders will be entitled to redeem

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

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

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.

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.

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

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.

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.

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

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

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

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

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

the Extension Period.

Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third-party for services

rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of

intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below

the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of

the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes

payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver

of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims

under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities

Act of 1933, as amended (the “Securities Act”).

However, the Company has not asked its Sponsor to reserve for such indemnification

obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations

and believe that the Company’s Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure

that its Sponsor would be able to satisfy those obligations.

As of June 30, 2023, the

Company had cash outside the Trust Account of $ 3,251 available for working capital needs.

4 unchanged sentences

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

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

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

discretion, to meet the Company’s working capital needs.

There can be no assurance that the Company will be able to obtain additional

financing, however.

Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because

the Company becomes obligated to redeem a significant number of its public shares upon consummation of its Business Combination, in which

case the Company may issue additional securities or incur debt in connection with such Business Combination.

Subject to compliance with

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

If the Company is unable

to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily

be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses.

The Company cannot

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

Going Concern

For the three and six months ended June 30, 2023, the Company had $ 1,408,051 and $ 4,225,267 in interest

income earned on the Trust Account, respectively.

Company may raise additional capital through loans or additional investments from the Sponsor or an affiliate of the Sponsor or certain

of its directors and officers.

The Sponsor may, but is not obligated to, lend the Company funds, from time to time in whatever amounts

it deems reasonable in its sole discretion, to meet the Company’s working capital needs.

There can be no assurance that the Company

will be able to obtain additional financing, however.

Moreover, the Company may need to obtain additional financing either to complete

its Business Combination or because the Company becomes obligated to redeem a significant number of its public shares upon consummation

of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business

Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with

the completion of its Business Combination.

the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could

include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at

In connection with the Company’s

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,

raise substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying

amounts of assets or liabilities should the Company be required to liquidate 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 financial statements.

The unaudited condensed consolidated

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

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited

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 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 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.

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

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012,

(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable

to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the

auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation

in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period

which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,

as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s unaudited condensed 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 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 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

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

The Company did not

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

Investments Held in Trust Account

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,

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.

of Financial Statements – Going Concern,” management has determined that the Company has alleviated substantial doubt through

consummation of a Business Combination as of July 18, 2023, as further discussed in Note 10, Subsequent Events and as such merged with

Complete Solaria Inc.

Complete Solaria reported substantial doubt in its ability to continue as a going concern within one year after

the date the June 30, 2023 financial statements were issued.

No adjustments have been made to the carrying amounts of assets or liabilities.

2 — Significant Accounting Policies

of Presentation

accompanying unaudited 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 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.

accompanying unaudited 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.

The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results

to be expected for the year ending December 31, 2023 or for any future interim periods.

of Consolidation

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.

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our

Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

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

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

Actual results could differ from those estimates.

made in preparing these unaudited condensed consolidated financial statements include, among other things, the fair value measurement

of the Private Warrant liabilities and promissory note.

and Cash Equivalents

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

Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.

Held in Trust Account

June 30, 2023, the assets held in the Trust Account were held in a cash operating account maintained by the Trustee.

of December 31, 2022, 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:

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

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

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

carrying value approximates the fair value due to its short-term maturity.

The carrying value, excluding gross unrealized holding losses

and fair value of held to maturity securities on June 30, 2023 and December 31, 2022 are as follows:

$ 118,379,628

3 unchanged sentences

$ 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.

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

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

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

the contrary.

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

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

area or industry the investee operates in.

Premiums and discounts are

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

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

statements of operations.

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

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

The impairment is charged to earnings and a new cost basis for

the security is established.

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

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

is recoverable outweighs evidence to the contrary.

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

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

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

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

the effective-interest method.

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

condensed consolidated statements of operations.

Interest income is recognized when earned.

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

Financial instruments that

potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,

may exceed the Federal Depository Insurance Coverage of $ 250,000 .

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

experienced losses on this account.

Ordinary Shares Subject to Possible Redemption

The Company accounts for

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

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

measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either

within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

Promissory Notes—Related Party

Company accounts for its convertible promissory notes under ASC 815, “Derivatives and Hedging” (“ASC 815”).

ASC 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option

under ASC 825.

The Company has made such election for its convertible promissory notes.

Using the fair value option, the convertible

promissory notes are required to be recorded at their initial fair value on the date of issuance, each drawdown date, and each balance

sheet date thereafter.

Differences between the face value of the note and fair value at each drawdown date are recognized as either an

expense in the condensed consolidated statements of operations (if issued at a premium) or as a capital contribution (if issued at a

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

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

At June 30, 2023 and December 31, 2022, the

Company has not experienced losses on this account.

Shares Subject to Possible Redemption

Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing

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

and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that

are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

3 unchanged sentences

occurrence of uncertain future events.

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

Accordingly, as of June 30, 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 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,

(Loss) Income Per Ordinary Share

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 (loss) earnings per share for the three and six months ended June 30,

2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted net

(loss) income per ordinary share is the same as basic net (loss) 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 (loss) income per share for each class of ordinary

For the Three Months Ended

June 30, 2023

For the Six Months Ended

June 30, 2023

Basic and diluted net (loss) income per share:

Allocation of net (loss) income

$ ( 1,502,733 )

$ ( 1,152,761 )

$ ( 1,704,408 )

$ ( 780,931 )

Weighted average shares outstanding

Basic and diluted net (loss) income per share

For the Three Months Ended

June 30, 2022

For the Six Months Ended

June 30, 2022

Basic and diluted net income per share:

2 unchanged sentences

Basic and diluted net income per share

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1

and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”.

Offering costs consist principally

of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged

to temporary equity upon the completion of the IPO.

Accordingly, on 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.

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

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.

As of October 25, 2022, and November 2, 2022, respectively,

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,” approximates

the carrying amounts represented in the consolidated balance sheets.

Derivative Warrant Liabilities

The Company does not use

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

The Company evaluates all of its financial

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

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

The classification of derivative instruments, including whether such instruments

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

The Company accounts for

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

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

Accordingly, the Company recognizes the warrant instruments

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

The liabilities are subject to re-measurement

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

of operations.

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

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 the 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 .

Value of Financial Instruments

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

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

balance sheets.

Warrant Liabilities

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

The Company evaluates

all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain

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

The classification of derivative instruments, including

whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

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

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

Accordingly, the Company recognizes

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

The liabilities

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

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.

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.

ASC 740 prescribes a recognition

threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be

taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination

by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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.

After the Public

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

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

assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements

carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured

using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered

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

the enactment date.

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

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be

sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits

as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties

as of June 30, 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.

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

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.

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 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.

The Company is not expected to be treated

as engaged in a U.S.

trade or business at this time.

Accounting Standards

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

5 unchanged sentences

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.

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 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”).

Each whole Public

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

All of the 34,500,000 Class

A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares

in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination

and in connection with certain amendments to the Company’s certificate of incorporation.

In accordance with SEC and its staff’s

guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control

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

The Class A ordinary share

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

probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value

over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later)

to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust

the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company recognizes changes

in redemption value immediately as they occur.

Immediately upon the closing of the IPO, the Company recognized the remeasurement from

initial book value to redemption amount value.

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

additional paid-in capital and accumulated deficit.

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:

The adoption of ASU 2016-13

did not have a material impact on its condensed consolidated financial statements.

does not believe 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.

3 — Initial Public Offering

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

Each Unit consists of one

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

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

of the 34,500,000 Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption

of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection

with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation.

In accordance

with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions

not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.

Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in

ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes

in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will

become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately

as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

Company recognizes changes in redemption value immediately as they occur.

Immediately upon the closing of the IPO, the Company recognized

the remeasurement from initial book value to redemption amount value.

The change in the carrying value of redeemable ordinary shares

resulted in charges against additional paid-in capital and accumulated deficit.

of June 30, 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

9 unchanged sentences

Accretion of carrying value to redemption value

Contingently redeemable ordinary share s

as of March 31, 2023

Contingently redeemable ordinary shares as of June 30, 2023

$ 118,379,628

Note 4 — Private Placement Warrants

Simultaneously with the

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

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

at a price of $ 11.50 per share.

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

our Initial Public Offering to be held in the Trust Account.

The Private Placement Warrants

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

Founder Shares

On December 31, 2020, the

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

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

On February 25, 2021, the Company effected a share

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

B ordinary shares outstanding.

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

The Company’s initial

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

thereof until the earlier to occur of:

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

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

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

4 — Private Placement Warrants

Simultaneously

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

$ 1.50 per warrant ($ 9,400,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class

A ordinary shares at a price of $ 11.50 per share.

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

the proceeds from our Initial Public Offering to be held in the Trust Account.

Private Placement Warrants 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 rights.

5 — Related Party Transactions

December 31, 2020, the Sponsor paid $ 25,000 , or approximately $ 0.003 per share, to cover certain offering costs in consideration

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

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

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

All share and per-share amounts have been retroactively restated

to reflect the share dividend.

Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary

shares issuable upon conversion thereof until the earlier to occur of:

(i) one year after the completion of the initial Business

Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after

the initial Business Combination that results in all of its shareholders having the right to exchange their Class A ordinary shares for

cash, securities or other property;

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

Any permitted transferees will be

subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares.

Notwithstanding

the foregoing, if (1) the closing price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted

for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading

day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the

initial Business Combination which results in its shareholders having the right to exchange their shares for cash, securities or other

property, the Founder Shares will be released from the Lock-up.

On May 16, 2022, the Sponsor

transferred 25,000 shares to one of the Company’s directors following the departure of a previous director.

The transfer of the

Founders Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

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

The transfer of Founders

Shares to the Company’s director, as described above, is within the scope of ASC 718, as such, the fair value of the 25,000 shares

transferred to the Company’s director was $ 123,750 or $ 4.95 per share.

The transfer of the shares was granted subject to a performance

condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the Founders Shares is recognized only when

the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

Stock-based compensation

would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times

the transfer date fair value per share (unless subsequently modified).

Founder Shares will automatically convert into Class A shares at

a one-to-one ratio upon completion of a Business Combination.

The Founder Shares will receive no distributions if the Company is liquidated

prior to a Business Combination.

In addition, the holders of the Founder Shares are restricted from transferring the Founder Shares and

the Class A shares received upon conversion until nine months to a year after a Business Combination.

Promissory Note — Related Party

On 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

In addition, in order to

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

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

Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any

Founder Shares.

Notwithstanding the foregoing, if (1) the closing price of the Company’s Class A ordinary shares equals or exceeds

$ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for

any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the

Company consummates a transaction after the initial Business Combination which results in its shareholders having the right to exchange

their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.

May 16, 2022, the Sponsor transferred 25,000 shares to one of the Company’s directors following the departure of a previous director.

The transfer of the Founders Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC

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

transfer of Founders Shares to the Company’s director, as described above, is within the scope of ASC 718, as such, the fair value

of the 25,000 shares transferred to the Company’s director was $ 123,750 or $ 4.95 per share.

The transfer of the shares was granted

subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the Founders Shares

is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number

of Founders Shares times the transfer date fair value per share (unless subsequently modified).

Founder Shares will automatically convert

into Class A shares at a one-to-one ratio upon completion of a Business Combination.

The Founder Shares will receive no distributions

if the Company is liquidated prior to a Business Combination.

In addition, the holders of the Founder Shares are restricted from transferring

the Founder Shares and the Class A shares received upon conversion until nine months to a year after a Business Combination.

Note — Related Party

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 June 30, 2023, there was $ 2,000,000 amount outstanding under

the promissory note.

May 31, 2023, the Company issued an unsecured promissory note in the amount of up to $ 300,000 to the Sponsor.

The note is non-interest

bearing and is to be utilized for general working capital purposes.

As of June 30, 2023, there was $ 300,000 amount outstanding under

the promissory note.

Capital Loans

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

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

(“Working Capital Loans”).

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

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

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

After giving effect

to the 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.

Such warrants would be identical

to the Private Placement Warrants.

Prior to the completion of the initial Business Combination, the Company does not expect to seek loans

from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan

such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account.

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.

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

The holders of the (i) Founder

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

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

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

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

The holders of these

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

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

Company’s completion of its initial Business Combination.

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

of any such registration statements.

Underwriters Agreement

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”):

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

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

After giving effect to the 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.

Such warrants

would be identical to the Private Placement Warrants.

Prior to the completion of the initial Business Combination, the Company does not

expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties

will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust

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.

On 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 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 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

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 June 30, 2023 and December 31, 2022, the Company had an aggregate

of $ 1,188,999 and $ 828,600 borrowed, respectively, related to the Notes of which $ 100,000 had been drawn within the six months ended,

June 30, 2023.

Administrative

Support Service

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

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

of June 30, 2023 and December 31, 2022.

6 — Commitments and Contingencies

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

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

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

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

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

such securities.

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

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

The Company will bear the expenses incurred in

connection with the filing of any such registration statements.

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 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

10 unchanged sentences

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:

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.

Amendment to the Business Combination Agreement

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.

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

10 unchanged sentences

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

Preference shares —

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

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.

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 —

The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each.

31, 2023 and December 31, 2022, there were 8,625,000 Class B ordinary shares issued and outstanding, respectively.

On December 31, 2020, the

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

shares, par value $0.0001 per share.

On February 25, 2021, the Company effected a share dividend whereby the Company issued 1,437,500

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

All share and per-share amounts

have been retroactively restated to reflect the share dividend.

Holders of the Class A

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

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

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

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

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

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

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

The Class B ordinary shares will automatically

convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination

on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and

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

In the case that additional Class A ordinary shares or equity-linked

securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable

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

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

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

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

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

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

or directors upon conversion of Working Capital Loans;

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

one-for-one basis.

Note 8 — Warrants

The Public Warrants will

become exercisable at $ 11.50 per share on the later of one year from the closing of the IPO and 30 days after the completion

of the initial Business Combination;

provided in each case that the Company has an effective registration statement under the Securities

Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available

(or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement)

and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence

of the holder.

The warrants will expire five years after the completion of a Business Combination or earlier upon redemption

or liquidation.

The Company has agreed that

as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use

commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class

A ordinary shares issuable upon exercise of the warrants.

The Company will use its commercially reasonable efforts to cause the same to

become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the

expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering

the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial

Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when

the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance

with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Company’s Class A ordinary

shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition

of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public

warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act

and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event

the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue

sky laws to the extent an exemption is not available.

In such event, each holder would pay the exercise price by surrendering each such

warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the

product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value”

(defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361.

The “fair market value”

as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending

on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

The exercise price and number

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

recapitalization, reorganization, merger or consolidation.

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

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

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

to be determined in good faith by the 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

Ordinary Share Equals or Exceeds $18.00

Once the warrants become

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

Amendment to the Business Combination Agreement

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.

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 2, 2023.

7 — Shareholders’ Deficit

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

At June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

A Ordinary shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at

par value of $ 0.0001 each.

At June 30, 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.

B Ordinary shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at

par value of $ 0.0001 each.

At June 30, 2023 and December 31, 2022, there were 8,625,000 Class B ordinary shares issued

and outstanding, respectively.

December 31, 2020, the Sponsor paid $ 25,000 , or approximately $ 0.003 per share, to cover certain offering costs in consideration

for 7,187,500 Class B ordinary shares, par value $ 0.0001 per share.

On February 25, 2021, the Company effected a share dividend whereby

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

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

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

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

provided that only holders of Class B ordinary shares

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

Business Combination.

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

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

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

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

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

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

In the case that additional Class

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

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

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

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

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

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

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

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

provided that such conversion of Founder Shares

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

Public Warrants will become exercisable at $ 11.50 per share on the later of one year from the closing of the IPO and 30

days after the completion of the initial Business Combination;

provided in each case that the Company has an effective registration statement

under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating

to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified

in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws

of the state of residence of the holder.

The warrants will expire five years after the completion of a Business Combination

or earlier upon redemption or liquidation.

Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business

Combination, it will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the

Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants.

The Company will use its commercially reasonable

efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus

relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.

registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th

day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration

statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants

on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding

the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities

exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the

Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or

maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable

efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

In such event,

each holder would pay the exercise price by surrendering each such warrant for that number of Class A ordinary shares equal to the

lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the

warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by

(y) the fair market value and (B) 0.361.

The “fair market value” as used in this paragraph shall mean the volume weighted

average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice

of exercise is received by the warrant agent.

exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the

event of a share dividend or recapitalization, reorganization, merger or consolidation.

In addition, if (x) the Company issues

additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the

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

issue price or effective issue price to be determined in good faith by the 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.

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

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

whole and not in part;

4 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:

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

Fair value is defined as

the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants

at the measurement date.

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

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

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

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

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.

9 — Fair Value Measurements

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

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

used in measuring fair value.

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

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

These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

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.

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

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

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.

of June 30, 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 June 30, 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

Warrant liabilities – Public warrants

4 unchanged sentences

Total Warrant liabilities

Quoted Prices In

Quoted Prices

Investments held in trust account- Money Market Funds

8 unchanged sentences

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 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.

The aforementioned warrant

liabilities are not subject to qualified hedge accounting.

Transfers to/from Levels

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

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:

Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants.

The subsequent measurement of the Public

Warrants as of June 30, 2023 and December 31, 2022 is classified as Level 2 due to the use of an observable market quote in an active

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.

aforementioned warrant liabilities are not subject to qualified hedge accounting.

to/from Levels 1, 2, and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology

The value 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 31, 2022.

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

three and six months ended June 30, 2023 for the securities, warrants, or any of the convertible promissory notes.

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 provides quantitative information regarding Level 3

fair value measurements of the convertible promissory notes:

following table provides quantitative information regarding Level 3 fair value measurements of the convertible promissory notes:

Term (in years)

1 unchanged sentence

Dividend yield

The following table presents

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

following table presents the changes in the fair value of the convertible promissory notes:

Fair value as of January 1, 2023

3 unchanged sentences

Fair value as of March 31, 2023

The following table presents

the changes in the fair value of warrant liabilities:

Change in fair value

Fair value as of June 30, 2023

following table presents the changes in the fair value of warrant liabilities:

Fair value as of January 1, 2022

6 unchanged sentences

Fair value as of March 31, 2023

The following table presents

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

Change in valuation inputs or other assumptions

Fair value as of June 30, 2023

following table presents a summary of the changes in the fair value of Level 3 warrant liabilities:

Private Placement

6 unchanged sentences

Fair value as of March 31, 2023

Note 10 — Subsequent Events

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.

Change in fair value

Fair value as of June 30, 2023

10 — Subsequent Events

Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date

that the financial statements were issued.

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.

On July 18, 2023, the Company,

Legacy Complete Solaria, First Merger Sub, Second Merger Sub and Solaria consummated the Business Combination pursuant to the Merger Agreement,

following the approval at the Special Meeting.

Following the consummation of the Merger at closing, the Company changed its name to “Complete

Solaria, Inc.”

At the closing of the Merger,

each share of Legacy Complete Solaria’s common stock and preferred stock were canceled and converted into the right to receive:

a number of shares of Complete Solaria Common Stock equal to the quotient obtained by dividing (i) the Aggregate Merger Consideration

(as defined in the Business Combination Agreement) by (ii) the aggregate fully diluted number of shares of the Legacy Complete Solaria’s

common stock issued and outstanding immediately prior to the Mergers as calculated pursuant to the Business Combination Agreement (such

quotient, the “Merger Consideration Per Fully Diluted Share”), plus a number of warrants of Complete Solaria (“Complete

Solaria Warrants”) equal to a portion of the Aggregate Warrant Consideration (as defined in the Business Combination Agreement),

calculated on a pro rata basis based on the percentage interest of issued and outstanding shares of Legacy Complete Solaria Capital Stock

held by the holder of such share of Legacy Complete Solaria Capital Stock.

At the closing of the Merger,

all Legacy Complete Solaria’s options and warrants outstanding as of immediately prior to such time were converted into options

of Complete Solaria (“Complete Solaria Options”) and Complete Solaria Warrants, respectively.

Each such Complete Solaria Option

and Complete Solaria Warrant relate to a number of whole shares of Complete Solaria Common Stock (rounded down to the nearest whole share)

equal to (i) the number of shares of the Company’s common stock subject to the applicable Company options or warrants multiplied

by (ii) the Merger Consideration Per Fully Diluted Share.

The exercise price for each Complete Solaria Option and Complete Solaria Warrant

equals (i) the exercise price per share of the applicable Complete Solaria Option or Complete Solaria Warrant divided by (ii) the Merger

Consideration Per Fully Diluted Share (rounded up to the nearest full cent).

In connection with the Merger,

on July 13, 2023, FACT and Legacy Complete Solaria entered into Forward Purchase Agreements with certain third-parties (“Sellers”).

Pursuant to the terms of the Forward Purchase Agreements, the Sellers intended, but were not obligated, to purchase up to a number of

shares of FACT Class A Ordinary Shares in the aggregate amount equal to up to 6,720,000 less, Recycled Shares (as defined in Forward Purchase

Each Forward Purchase Agreement provided that a Seller be paid directly an aggregate cash amount (the “Prepayment Amount”)

equal to the product of (i) the Number of Shares as set forth in each Pricing Date Notice and (ii) the redemption price per share as defined

in Article 49.5 of FACT’s Amended and Restated Article of Association, as amended (the “Initial Price”).

Settlement Payment Date, which is the tenth business day following the last day of the valuation period commencing on the Valuation Date

(as defined in Forward Purchase Agreements), a Seller shall pay the Counterparty a cash amount equal to (1) (A) the Number of

Shares as of the Valuation Date less the number of Unregistered Shares, multiplied by (B) the volume-weighted daily VWAP

Price over the Valuation Period less (2) if the Settlement Amount Adjustment is less than the cash amount to be paid, the Settlement

Amount Adjustment.

The Settlement Amount Adjustment is equal to (1) the Number of Shares as of the Valuation Date multiplied

by (2) $ 2.00 per share, and the Settlement Amount Adjustment will be automatically netted from the Settlement Amount.

Settlement Amount Adjustment exceeds the Settlement Amount, the Counterparty will pay the Seller in FACT Class A Ordinary Shares

or, at the Counterparty’s election, in cash.

In connection with the Special

Meeting, holders of 9,763,938 shares of FACT Class A Ordinary Shares had validly elected to redeem their Class A Ordinary Shares, with

remaining Trust Proceeds of approximately $ 14.7 million.

Additionally, pursuant to Subscription Agreements and New Money PIPE Subscription

Agreements that the Company and FACT had previously entered into with certain third parties who purchased an aggregate of 1,690,000 shares

of Complete Solaria Common Stock for total PIPE proceeds of $ 16.3 million, inclusive of $ 3.5 million of prefunded PIPE proceeds from a

related party investor received in June 2023.

Approximately $ 6.6 million of the Trust Proceeds and PIPE Proceeds were used for the payment

of transaction expenses incurred by the Company and FACT in connection with the Merger.

Net proceeds received by the Company at closing

amounted to approximately $ 22.9 million which will be used for the general corporate purposes of the Company following the Merger.

On July 17 and July 18, and

in connection with obtaining consent for the Business Combination, Legacy Complete Solaria, FACT and CSREF Solis Holdings, LLC ("Carlyle")

entered into an amended and restated consent to the Business Combination Agreement and an amended and restated warrant agreement, which

modified the terms of the mandatorily redeemable investment made by Carlyle in Legacy Complete Solaria.

Among other changes to the

investment agreement as described in FN 12, the modification accelerates the redemption date of the investment, which was previously

February 14, 2025 and is March 31, 2024 subsequent to the modification.

Additionally, as part of the amendment, the parties entered into

an amended and restated warrant agreement.

As part of the warrant agreement, Complete Solaria will issue Carlyle a warrant to purchase

up to 2,745,879 shares of Complete Solaria Common Stock at a price per share of $ 0.01 , which is inclusive of the outstanding warrant

to purchase 1,995,879 shares at the time of modification.

The warrant, which expires on July 18, 2030, provides Carlyle with the right

to purchase shares of Complete Solaria Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal

to 2.795% of the Complete Solaria's issued and outstanding shares of common stock, on a fully-diluted basis;

plus (b) on and after the

date that is ten (10) days after the date of the agreement, an additional 350,000 shares;

plus (c) on and after the date that is thirty

(30) days after the date of the agreement, if the original investment amount has not been repaid, an additional 150,000 shares;

(d) on and after the date that is ninety (90) days after the date of the agreement, if the original investment amount has not been repaid,

an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share.

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