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Item 2. Management’s Discussion and Analysis

2023-08-14 compared with 2023-05-16 · 296 added, 319 removed, 46 unchanged (93% of the section changed)

Management’s Discussion

and Analysis of Financial Condition and Results of Operations

References to the “Company,”

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

The following discussion and analysis of

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

and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below

includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

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

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

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

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

projections about future events.

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

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

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

In some cases, you can

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

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

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

terms or other similar expressions.

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

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

The following

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

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

Certain information contained in the discussion

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

Note Regarding Forward-Looking Statements

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

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

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

These forward-looking

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

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

expressed or implied by such forward-looking statements.

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

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

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

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

Such statements

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

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

Factors that might cause

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

We are a blank check company

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

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

Our sponsor is Freedom Acquisition I LLC,

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

The registration statement

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

On March 2, 2021, we

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

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

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

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

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

Simultaneously with the

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

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

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

approximately $9.4 million.

Upon the closing of the

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

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

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

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

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

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

treasury obligations.

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

of the consummation of the Initial Public Offering, we instructed Continental to liquidate the U.S.

government treasury obligations or

money market funds held in the Trust Account and to hold all the funds in the Trust Account in cash in a bank deposit account, until the

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

If we have not completed

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

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

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

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

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

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

and (iii) as promptly as reasonably possible

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

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

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

fail to consummate a business combination within the Extension Period.

Recent Developments

Second Amendment to the Business Combination Agreement

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

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

Amendment”) amending the Business Combination Agreement.

The Second Amendment provides

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

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

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

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

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

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

Combination Agreement contemplated no such prong (y)).

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

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

Amendment to Amended and Restated Memorandum

On February 28, 2023, Freedom

held the Extraordinary General Meeting of shareholders, at which holders of 35,373,848 ordinary shares, comprised of 26,773,848 Class A

ordinary shares and 8,600,000 Class B ordinary shares, were present in person or by proxy, representing approximately 82.02% of the

voting power of the 43,125,000 Outstanding Shares of Freedom entitled to vote at the Extraordinary General Meeting at the close of business

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

The Outstanding Shares on the Record Date were comprised

of 34,500,000 Class A ordinary shares and 8,625,000 Class B ordinary shares.

At the Extraordinary General

Meeting, the shareholders approved, by special resolution, the Extension Amendment Proposal, which extended the date by which Freedom

must (i) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination,

which Freedom refers to as its initial business combination, (ii) cease its operations except for the purpose of winding up if it fails

to complete such initial business combination, and (iii) redeem all of the Class A ordinary shares, included as part of the units sold

in the initial public offering, for an additional three months, from March 2, 2023 to June 2, 2023, and thereafter to up to three (3)

times by an additional one month each time (or up to September 2, 2023) (the “Extension Amendment,” and such period, as may

be extended, the “Extension Period”).

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

(“SEC”) filings.

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

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

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

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

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

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

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

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

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

Simultaneously

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

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

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

gross proceeds of approximately $9.4 million.

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

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

located in the United States with Continental Stock Transfer & Trust Company acting as trustee (“Continental”), and,

until the 24-month anniversary of the consummation of our initial public offering, were invested only in United States “government

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

market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only

in direct U.S.

government treasury obligations.

To mitigate the risk of us being deemed to have been operating as an unregistered investment

company, prior to the 24-month anniversary of the consummation of the Initial Public Offering, we instructed Continental to

liquidate the U.S.

government treasury obligations or money market funds held in the Trust Account and to hold all the funds in the Trust

Account in cash in a bank deposit account, until the earlier of:

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

of the Trust Account as described below.

we have not completed a business combination during the Extension Period (as defined below), we will (i) cease all operations except

for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public

Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest

earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000

of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely

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

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

Board, liquidate and dissolve, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors

and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our outstanding

Warrants, which will expire worthless if we fail to consummate a business combination within the Extension Period.

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.

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.

to Amended and Restated Memorandum and Articles

February 28, 2023, Freedom held the Extraordinary General Meeting of shareholders, at which holders of 35,373,848 ordinary shares, comprised

of 26,773,848 Class A ordinary shares and 8,600,000 Class B ordinary shares, were present in person or by proxy, representing

approximately 82.02% of the voting power of the 43,125,000 Outstanding Shares of Freedom entitled to vote at the Extraordinary General

Meeting at the close of business on January 23, 2023, which was the Record Date for the Extraordinary General Meeting.

The Outstanding

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

the Extraordinary General Meeting, the shareholders approved, by special resolution, the Extension Amendment Proposal, which extended

the date by which Freedom must (i) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization

or similar business combination, which Freedom refers to as its initial business combination, (ii) cease its operations except for the

purpose of winding up if it fails to complete such initial business combination, and (iii) redeem all of the Class A ordinary shares,

included as part of the units sold in the initial public offering, for an additional three months, from March 2, 2023 to June 2, 2023,

and thereafter to up to three (3) times by an additional one month each time (or up to September 2, 2023) (the “Extension Amendment,”

and such period, as may be extended, the “Extension Period”).

The voting results for such proposal were as follows:

In connection with the Extension

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

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

of approximately $237,372,952.

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

A ordinary shares remain outstanding.

At the Extraordinary General

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

to reflect the Extension Amendment.

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

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

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

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

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

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

to such date.

connection with the Extension Amendment, public shareholders elected to redeem an aggregate of 23,256,504 Class A ordinary shares

at a redemption price of $10.21 per share, representing approximately 67.41% of the issued and outstanding Class A ordinary shares, for

an aggregate redemption amount of approximately $237,372,952.

Following such redemptions, approximately $114,759,374 remained in the

trust account and 11,243,496 Class A ordinary shares remain outstanding.

the Extraordinary General Meeting, the public shareholders also approved the proposal to amend the Trust Agreement, by and between Freedom

and Continental, as trustee, to reflect the Extension Amendment.

The amendment to the Trust Agreement provides that Continental shall

commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable instruction letter delivered by Freedom

in connection with either the consummation of an initial business combination or Freedom’s inability to effect an initial business

combination within the time frame specified in Freedom’s amended and restated memorandum and articles of association or (y) upon

the date that is the later of the end of the Extension Period and such later date as may be approved by Freedom’s shareholders

in accordance with the amended and restated memorandum and articles of association, if the aforementioned termination letter has not

been received by Continental prior to such date.

The voting results for such proposal were as follows:

Promissory Note

On February 28, 2023, we

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

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

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

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

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

Such promissory note bears no interest

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

A failure to pay the principal within five business days of

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

case the promissory note may be accelerated.

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

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

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

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

Act of 1933, as amended.

Results of Operations and Known Trends or

Future Events

We have neither engaged

in any operations nor generated any revenues to date.

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

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

We do not expect to

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

We generate non-operating income in the form

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

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

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

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

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

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

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

For the three months ended

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

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

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

We classify the Warrants issued

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

to fair value at each reporting period.

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

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

As part of the reclassification to warrant liability, we reclassified

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

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

Liquidity and Capital Resources

As of March 31, 2023, we

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

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

of $8,559,023.

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

February 28, 2023, we issued an unsecured promissory note in the amount of up to $2,100,000 to our Sponsor.

The proceeds of such promissory

note, $1,600,000 of which was drawn down immediately, $400,000 of which may be drawn down, with the mutual consent of us and our Sponsor,

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

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

Such promissory note

bears no interest and is payable in full upon the consummation of our business combination.

A failure to pay the principal within five

business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event

of default, in which case the promissory note may be accelerated.

The promissory note shall be forgiven by our Sponsor if we are unable

to consummate a business combination within the time frame specified in our amended and restated memorandum and articles of association

(as amended from time to time), except to the extent of any funds held outside of the trust account established in connection with our

initial public offering.

The issuance of the promissory note was made pursuant to the exemption from registration contained in Section

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

On May 31, 2023, we

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.

of Operations and Known Trends or Future Events

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

Our only activities since inception have been organizational

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

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

We generate non-operating

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

We incur expenses as a result of being

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

the three months ended June 30, 2023, we had net loss of $2,655,494, which consisted of $1,511,276 of operating costs consisting mostly

of general and administrative expenses, unrealized loss on change in fair value of warrant liability of $2,537,572, and change in the

fair value of convertible notes of $14,872, offset by investment income of $1,408,051 on our amounts held in the Trust Account, interest

income on operating accounts of $18, and foreign currency exchange gain of $157.

the six months ended June 30, 2023, we had net loss of $2,485,339, which consisted of investment income of $4,225,267 on our amounts

held in the Trust Account, interest income on operating accounts of $51, and foreign currency exchange gain of $179, offset by $3,131,612

of operating costs consisting mostly of general and administrative expenses, unrealized loss on change in fair value of warrant liability

of $3,306,627, and change in the fair value of convertible notes of $272,597.

the three months ended June 30, 2022, we had net income of $2,025,986, which consisted of unrealized gain on change in fair value of

warrant liability of $2,382,667 and investment income of $484,975 on our amounts held in the Trust Account, offset by $824,081 of operating

costs consisting mostly of general and administrative expenses, change in the fair value of convertible notes of $4,200, and foreign

currency exchange loss of $21,775.

the six months ended June 30, 2022, we had net income of $3,321,266, which consisted of unrealized gain on change in fair value of warrant

liability of $4,765,334 and investment income of $594,838 on our amounts held in the Trust Account, offset by $2,022,164 of operating

costs consisting mostly of general and administrative expenses, change in the fair value of convertible notes of $4,200, and foreign

currency exchange loss of $20,942.

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

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

These liabilities are subject to remeasurement at each balance

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

As part of the reclassification

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

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

and Capital Resources

As of June 30, 2023, we had

cash outside the Trust Account of $3,251 in its operating bank accounts, $118,379,628 in cash held in the Trust Account to be used for

a business combination, or to repurchase or redeem its stock in connection therewith, and a working capital deficit of $10,484,996.

of June 30, 2023, none of the amount in the Trust Account was available to be withdrawn as described above.

On each of April 1, 2022

19 unchanged sentences

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

As of March 31, 2023 and December 31, 2022, the Company had an

aggregate of $1,174,127 and $828,600 borrowed, respectively, related to the Notes of which $100,000 had been drawn within the three months

ended, March 31, 2023.

In addition, on February

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

“—Recent Developments—Promissory Note.”

We may raise additional

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

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

to meet our working capital needs.

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

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

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

in connection with such business combination.

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

simultaneously with the completion of the business combination.

If we are unable to raise

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

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

We cannot provide

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

Going Concern

In connection with our assessment

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

pursuant to its Amended and Restated Certificate of Incorporation, we have until the end of the Extension Period to consummate a business

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

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

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

No adjustments

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

Contractual Obligations

We do not have any long-term

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

We have an agreement to

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

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

business combination and our liquidation.

We have an agreement to

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

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

the underwriting agreement.

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

aggregate of $1,325,000 and $1,225,000 borrowed, respectively, related to the Notes of which $100,000 had been drawn within the three

and six months ended, June 30, 2023.

addition, on February 28, 2023 and May 31, 2023, we issued unsecured promissory notes in the amounts of up to $2,100,000 and $300,000,

respectively to our Sponsor, as further described under “—Recent Developments—Promissory Note.”

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

directors and officers.

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

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

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

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

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

securities or incur debt in connection with such business combination.

Subject to compliance with applicable securities laws, we would

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

we are unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include,

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

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

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,” 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.

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

liabilities other than described below.

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

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

terms of the underwriting agreement.

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

Morgan Securities LLC and Deutsche Bank

Securities Inc.

Morgan Securities LLC and Deutsche

Bank Securities Inc.

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

operations and the consolidated statement of change in shareholders’ deficit for the year ended December 31, 2022 as a

reduction of transaction costs incurred in connection with IPO.

Therefore, the deferred underwriting fee was reduced by $9,056,250,

of which $271,687 is shown in the consolidated statement of operations as a reduction of transaction costs incurred in connection

with the IPO and $8,784,563 is charged to additional paid-in capital in the consolidated statement of change in shareholders’

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

Critical Accounting Policies

This management’s

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

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

The preparation of these unaudited condensed consolidated financial

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

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

On an ongoing basis,

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

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

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

from other sources.

operations and the consolidated statement of change in shareholders’ deficit for the year ended December 31, 2022 as a reduction

of transaction costs incurred in connection with IPO.

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

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

is charged to additional paid-in capital in the consolidated statement of change in shareholders’ deficit.

As a result of the reductions,

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

Accounting Policies

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

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

The preparation of these unaudited condensed consolidated

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

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

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

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

the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that

are not readily apparent from other sources.

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

There have been no significant

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

Class A Ordinary Shares Subject to Possible

We account for our Class

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

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

at fair value.

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

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified

as temporary equity.

There have been no significant changes in our critical accounting policies as discussed in the Form 10-K filed by us with the SEC on

April 6, 2023.

A Ordinary Shares Subject to Possible Redemption

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

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

and are measured at fair value.

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

are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control)

are classified as temporary equity.

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

Our Class A ordinary shares

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

Accordingly, as of March 31, 2023 and December 31, 2022, 11,243,496 and 34,500,000 Class A ordinary shares, respectively, subject to possible

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

Derivative Warrant Liabilities

We do not use derivative

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

We evaluate all of our financial instruments, including

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

pursuant to ASC 480 and ASC 815-15.

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

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

We account for our 14,891,667

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

in accordance with ASC 815-40.

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

to fair value at each reporting period.

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

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

The fair value of the Private Placement Warrants has been estimated

using Monte Carlo simulations at each measurement date.

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

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

in an active market.

Net Income (Loss) per Ordinary Share

We have two classes of shares,

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

Earnings and losses are shared pro rata between the two

classes of shares.

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

per share for the three months ended March 31, 2023 and 2022 because the Warrants are contingently exercisable, and the contingencies

have not yet been met.

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

for the periods presented.

Recent Accounting Pronouncements

In August 2020, the Financial

Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with

Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)

(“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that require

separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception

guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional

disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

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

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

beginning on January 1, 2021.

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

uncertain future events.

Accordingly, as of June 30, 2023 and December 31, 2022, 11,243,496 and 34,500,000 Class A ordinary shares, respectively,

subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section

of our balance sheets.

Warrant Liabilities

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

We evaluate all of our financial

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

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

The classification of derivative instruments, including whether such instruments

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

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

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

Accordingly, we recognize the warrant instruments as liabilities at

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

The liabilities are subject to re-measurement at each balance

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

The fair value of the Private

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

The fair value of the Public Warrants was

initially estimated using Monte Carlo simulations.

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

used an observable market quote in an active market.

(Loss) Income per Ordinary Share

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

Earnings and losses are shared

pro rata between the two classes of shares.

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

excluded from diluted (loss) income 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 presented.

Accounting Pronouncements

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

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

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

ASU 2020-06 eliminates

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

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

The new standard

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

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

all convertible instruments.

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

with early adoption permitted beginning on January 1, 2021.

The guidance was adopted starting January 1, 2022.

Adoption of the ASU did not impact our financial position,

results of operations or cash flows.

Adoption of the ASU did

not impact our financial position, results of operations or cash flows.

June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on

Financial Instruments” (“ASU 2016-13”) .

This update requires financial assets measured at amortized cost basis

to be presented at the net amount expected to be collected.

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

8 unchanged sentences

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

Management does not believe

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

condensed consolidated financial statements.

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

on our unaudited condensed consolidated financial statements.

Off-Balance Sheet Arrangements

As of March 31, 2023 and

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

The Jumpstart Our Business

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

qualifying public companies.

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

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

We are electing to delay

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

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

As a result, the unaudited condensed

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

company effective dates.

Additionally, we are in

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

Subject to certain

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

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

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

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

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

of June 30, 2023 and December 31, 2022, we did not have any off-balance sheet arrangements.

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

reporting requirements for qualifying public companies.

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

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

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

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

the unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting

pronouncements as of public company effective dates.

Additionally,

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

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

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

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

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

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

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

3 unchanged sentences

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

‎ Quantitative and Qualitative Disclosures

about Market Risk

We are a smaller reporting

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

‎ Quantitative and Qualitative Disclosures about Market Risk

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

required under this item.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis