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Item 7. Management’s Discussion and Analysis

2022-03-31 compared with 2021-04-02 · 96 added, 214 removed, 9 unchanged (97% of the section changed)

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

The following discussion and analysis of

the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements

and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary Data”

of this Annual

Report on Form 10-K.

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

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of

many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,”

“Item 1A.

Risk Factors”

and elsewhere in this Annual Report on Form 10-K.

Trebia Acquisition Corp.

(the "Company") is a blank

check company incorporated as a Cayman Islands exempted company on February 11, 2020.

The Company was formed for the purpose

of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one

or more businesses.

We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public

Offering and the private placement of the Private Placement Warrants, the proceeds of the sale of our shares in connection with

our initial Business Combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners

of the target, or a combination of the foregoing.

The registration statements for the Company’s Initial

Public Offering became effective on June 16, 2020.

On June 19, 2020, the Company consummated the Initial Public Offering

of 51,750,000 units (the “Units”

and, with respect to the Class A ordinary shares included in the Units sold,

the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase

an additional 6,750,000 Units, at $10.00 per Unit, generating gross proceeds of $517,500,000.

Each Unit consists of one share of

our Class A common stock and one-third of one redeemable warrant.

Each whole Public Warrant entitles the holder to purchase

one share of our Class A common stock at an exercise price of $11.50 per share, subject to adjustment.

The registration statements

for the Company’s Initial Public Offering became effective on June 16, 2020.

On June 19, 2020, the Company consummated

the Initial Public Offering of 51,750,000 units (the “Units”

and, with respect to the Class A ordinary shares

included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment

option to purchase an additional 6,750,000 Units, at $10.00 per Unit, generating gross proceeds of $517,500,000.

The proceeds from

the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.

Following our Initial Public Offering, the full exercise of

the over-allotment option and the sale of the Private Placement Warrants, a total of $517,500,000 was placed in the Trust Account.

Transaction costs amounted to $29,241,089, consisting of $10,350,000 of underwriting fees, $18,112,500 of deferred underwriting

fees and $778,589 of other offering costs.

We expect to continue to incur significant

costs in the pursuit of our initial Business Combination.

We cannot assure you that our plans to complete our initial Business

Combination will be successful.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A.

Risk Factors” and elsewhere in this Annual Report on Form 10-K.

As of December 31, 2021, we were a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

We reviewed a number of opportunities to enter into a business combination with an operating business.

On June 16, 2020, we consummated an initial public offering (the “Initial Public Offering”) of 51,750,000 units (consisting of one share of Class A common stock, $0.0001 par value, and one warrant to purchase one share of Class A common stock, collectively, a “Unit”), including 6,750,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option, at $10.00 per Unit, generating gross proceeds of $517,500,000, and incurring offering costs of $29,241,089 inclusive of $10,350,000 of underwriting fees, $18,112,500 of deferred underwriting fees, and $778,589 of other costs.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (the “Private Placement”) of 8,233,334 Private Placement Warrants at a price of $1.50 per Private Placement Warrant in a private placement to Trasimene Trebia, LP, an affiliate of Trasimene Capital Management, LLC, and BGPT Trebia LP, an affiliate of Bridgeport Partners LLC (collectively the “Sponsors”), generating gross proceeds of $12,350,000.

At December 31, 2021 and December 31, 2020, cash of $53,147 and $843,643, respectively, was held outside of the Trust Account (as defined below) and was available for working capital purposes.

Following the closing of the Initial Public Offering on June 19, 2020,

an amount of $517,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and 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 certain conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management had broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds applied generally toward completing a Business Combination.

On June 28, 2021, we entered into a business combination agreement by and among Trebia, S1 Holdco, Trebia Merger Sub I, Trebia Merger Sub II, Protected and the other parties thereto.

On January 27, 2022, the Company consummated the Business Combination.

Results of Operations

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 incur expenses as a result of being a public

company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on

prospective Business Combination candidates.

period from February 11, 2020 (inception) through December 31, 2020, we had a net loss of $806,028, which consists of formation

and operating costs.

We neither engaged in any operations nor generated any operating revenues prior to the Business Combination.

Our only activities from inception through December 31, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion of our initial Business Combination.

We incurred expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

Additionally, we recognized non-cash gains and losses with other income (expense) related to changes in recurring fair value measurement of our warrant and FPA liabilities at each reporting period.

For the year ended December 31, 2021, we had net income of $21,026,763, consisting of $23,699,501 of gain on change in fair value of warrant liability, $7,494,372 of gain on change in fair value of FPA liability and $3,160,168 of gain on termination of the FPA offset by formation and operating costs of $13,327,278.

For the period from February 11, 2020 (inception) through December 31, 2020, we had a net loss of $29,914,748, which consisted of formation and operating costs of $806,028, transaction costs allocated to warrant and FPA liabilities of $1,381,051, loss on change in fair value of warrant liability of $17,328,667, and loss on change in fair value of FPA liability of 10,399,002.

Liquidity and Capital Resources

Until the consummation of the Initial Public

Offering, the Company’s only source of liquidity was an initial purchase of Class B ordinary shares by our sponsor and

loans from our sponsor.

For the period from February 11, 2020

(inception) through December 31, 2020, cash used in operating activities was $402,768.

Net loss of $806,028 was affected by

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of common stock by the Sponsors and loans from our Sponsors.

On June 19, 2020, we consummated the Initial Public Offering of 51,750,000 Units, inclusive of the underwriters’ election to fully exercise their option to purchase an additional 6,750,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $517,500,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 8,233,334 Private Placement Warrants to the Sponsor at a price of $1.50 per Private Placement Warrant generating gross proceeds of $12,350,000.

Following the Initial Public Offering, the exercise of the over-allotment option in full and the sale of the Private Placement Warrants, a total of $517,500,000 was placed in the Trust Account, and we had $1,994,558 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes.

We incurred $29,241,089 in transaction costs, including $10,350,000 of underwriting fees, $18,112,500 of deferred underwriting fees and $778,589 of other costs.

For the year ended December 31, 2021, cash used in operating activities was $1,240,496.

Net income of $21,026,763 was affected by the change in the fair value of warrants of $23,699,501, change in the value of FPA liability of $7,494,372 and gain on termination of the FPA of $3,160,168.

Changes in operating assets and liabilities which provided $12,086,782 of cash from operating activities.

As of December 31, 2020, we had cash of $517,500,000 held in the Trust Account.

We intend to use substantially all of the funds held in the

Trust Account, including any amounts representing interest earned on the Trust Account (less taxes paid and deferred underwriting

commissions) to complete our initial Business Combination.

We may withdraw interest to pay taxes.

During the period ended December 31,

2020, we did not withdraw any interest earned on the Trust Account.

To the extent that our capital stock or debt is used, in whole

or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will

be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our

growth strategies.

As of December 31, 2020, we had cash of $843,643

outside of the Trust Account.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses,

perform business due diligence on prospective target businesses, review corporate documents and material agreements of prospective target

businesses, and structure, negotiate and complete our initial Business Combination.

In order to fund working capital deficiencies

or finance transaction costs in connection with our initial Business Combination, our sponsor or an affiliate of our sponsor or

certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete our initial

Business Combination, we would repay such loaned amounts.

In the event that our initial Business Combination does not close, we

may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust

Account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into warrants identical to the Private

Placement Warrants, at a price of $1.50 per warrant at the option of the lender.

In June 5, 2020, the Company entered

into a forward purchase agreement with Cannae Holdings, a diversified holding company which is externally managed by Trasimene

Capital Management, LLC but is not an affiliate of the Company or the Sponsors, pursuant to which Cannae Holdings will purchase

Class A ordinary shares in an aggregate share amount equal to 7,500,000 Class A ordinary shares, plus an aggregate of

2,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price

of $75,000,000, or $10.00 per Class A ordinary share, in a private placement to occur concurrently with the closing of the

Business Combination.

The warrants to be issued as part of the forward purchase agreement will be identical to the warrants sold

as part of the units in our offering.

In connection with the forward purchase securities sold to Cannae Holdings, the Sponsors

will receive (by way of an adjustment to their existing Class B ordinary shares) an aggregate number of additional Class B

ordinary shares so that the initial shareholders, in the aggregate, on an as-converted basis, will hold 20% of the Company's Class A

ordinary shares at the time of the closing of the Business Combination.

The obligations under the forward purchase agreement do

not depend on whether any Class A ordinary shares are redeemed by the public shareholders.

Under the forward purchase agreement, the

Company will provide a right of first offer to Cannae Holdings, if the Company proposes to raise additional capital by issuing

any equity, or securities convertible into, exchangeable or exercisable for equity securities, other than the units and certain

excluded securities.

In addition, if the Company seeks shareholder approval of a Business Combination, Cannae Holdings has agreed

under the forward purchase agreement to vote any Class A ordinary shares owned by Cannae Holdings in favor of any proposed

initial Business Combination.

We will need to raise additional capital through loans or additional investments from our sponsor, stockholders, officers, directors,

or third parties.

Our officers, directors and sponsor may, but are not obligated to, loan us funds, from time to time or at any time,

in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs.

Accordingly, we may not be able to

obtain additional financing.

If we are unable to raise additional capital, we 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.

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

In March 2020, the World Health Organization

classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

The full impact of the COVID-19

outbreak continues to evolve.

The impact of the COVID-19 outbreak on our results of operations, financial position and cash flows

will depend on future developments, including the duration and spread of the outbreak, related advisories and restrictions, and

the availability of a vaccine.

These developments and the impact of the COVID-19 outbreak on the financial markets and the overall

economy are highly uncertain and cannot be predicted.

If the financial markets and/or the overall economy continue to be impacted

for an extended period, our ability to complete our initial Business Combination may be materially adversely affected due to significant

governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, and

the shutdown of businesses and quarantines, among others, which may limit our ability to have meetings with potential investors

or affect the ability of a potential target company's personnel, vendors and service providers to negotiate and consummate our

initial Business Combination in a timely manner.

For the period from February 11, 2020 (inception) through ended December 31, 2020, cash used in operating activities was $402,768.

Net loss of $29,914,748 was affected by the transaction costs allocated to warrant and FPA liabilities of $1,381,051, change in fair value of warrant liability of $17,328,667, and change in fair value of FPA liability of 10,399,002.

Changes in operating assets and liabilities, which provided $403,260 of cash.

As of December 31, 2021, we had cash held in the Trust Account of $517,500,000.

We used substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, less taxes payable and deferred underwriting commissions, to complete our Business Combination.

To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2021, we had cash of $53,147 held outside the Trust Account.

We used the funds held outside the Trust Account towards completing our Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsors or an affiliate of our Sponsors or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

Alongside completing a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us.

In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.50 per warrant, at the option of the lender.

The warrants would be identical to the Private Placement Warrants.

No such loans were made as of December 31, 2021 and 2020.

On July 13, 2021, Trasimene Trebia, LP (the “Trasimene Sponsor”) and BGPT Trebia, LP (the “BGPT Sponsor” and, together with the Trasimene Sponsor, the “Sponsors”) made available to the Company a loan of up to $500,000 pursuant to two promissory notes issued to the Company from the BGPT Sponsor in the amount of $212,500 and to Trasimene Sponsor $287,500.

We are entitled to submit drawdown requests to the Sponsor from time to time and the proceeds from any amounts borrowed under the note will be used for on-going operational expenses and certain other expenses.

The notes are unsecured, non-interest bearing and mature on the earlier of:

(i) May 31, 2022, or (ii) the date on which the Company consummates a Business Combination.

On July 13, 2021, we drew-down $106,250 under the BGPT Note and $143,750 under the Trasimene Note.

On August 9, 2021, the Company drew-down an additional $75,000 under the BGPT Note.

As of December 31, 2021, the outstanding balance under the promissory notes was $450,000.

This amount was repaid upon closing of our Business Combination.

In March 2020, the World Health Organization classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

The full impact of the COVID-19 outbreak continues to evolve.

The impact of the COVID-19 outbreak on our results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak, related advisories and restrictions, and the availability of a vaccine.

These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted.

If the financial markets and/or the overall economy continue to be impacted for an extended period, our ability to complete our initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, and the shutdown of businesses and quarantines, among others, which may limit our ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate our initial Business Combination in a timely manner.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements within the meaning of the applicable SEC rules as of December 31,

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often

referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet

arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities,

guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2021.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital

lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our sponsors

a monthly fee up to $10,000 for office space and administrative support services.

We began incurring these fees on the closing

of our offering and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and

our liquidation.

The underwriters are entitled to a deferred fee of $0.35 per

Unit, or $18,112,500 in the aggregate.

The deferred fee will become payable to the underwriters 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.

On June 5, 2020, the Company entered

into a forward purchase agreement with Cannae Holdings, a diversified holding company which is externally managed by Trasimene

Capital Management, LLC but is not an affiliate of the Company or the Sponsors, pursuant to which Cannae Holdings will purchase

Class A ordinary shares in an aggregate share amount equal to 7,500,000 Class A ordinary shares, plus an aggregate of

2,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price

of $75,000,000, or $10.00 per Class A ordinary share, in a private placement to occur concurrently with the closing of the

Business Combination.

The warrants to be issued as part of the forward purchase agreement will be identical to the warrants sold

as part of the units in our offering.

In connection with the forward purchase securities sold to Cannae Holdings, the Sponsors

will receive (by way of an adjustment to their existing Class B ordinary shares) an aggregate number of additional Class B

ordinary shares so that the initial shareholders, in the aggregate, on an as-converted basis, will hold 20% of the Company's Class A

ordinary shares at the time of the closing of the Business Combination.

The obligations under the forward purchase agreement do

not depend on whether any Class A ordinary shares are redeemed by the public shareholders.

Under the forward purchase agreement, the

Company will provide a right of first offer to Cannae Holdings, if the Company proposes to raise additional capital by issuing

any equity, or securities convertible into, exchangeable or exercisable for equity securities, other than the units and certain

excluded securities.

In addition, if the Company seeks shareholder approval of a Business Combination, Cannae Holdings has agreed

under the forward purchase agreement to vote any Class A ordinary shares owned by Cannae Holdings in favor of any proposed

initial Business Combination.

As of December 31, 2021, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay BGPT Trebia LP up to $10,000 per month for office space and administrative support services, provided to the Company.

We began incurring these fees on June 16, 2020 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.

This agreement was terminated upon the consummation of our Business Combination.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $18,112,500 in the aggregate.

The deferred fee became payable to the underwriters from the amounts held in the Trust Account upon the consummation of the Business Combination, subject to the terms of the underwriting agreement.

Forward Purchase Agreement

On June 5, 2020, the Company entered into a forward purchase agreement with Cannae Holdings, a diversified holding company which is externally managed by Trasimene Capital Management, LLC but is not an affiliate of the Company or the Sponsors, pursuant to which Cannae Holdings agreed to purchase Class A ordinary shares in an aggregate share amount equal to 7,500,000 Class A ordinary shares, plus an aggregate of 2,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $75,000,000, or $10.00 per Class A ordinary share, in a private placement to occur concurrently with the closing of the Business Combination.

The warrants to be issued as part of the forward purchase agreement were identical to the warrants sold as part of the units in the Company’s initial public offering.

In connection with the forward purchase securities sold to Cannae Holdings, the Sponsors received (by way of an adjustment to their existing Class B ordinary shares) an aggregate number of additional Class B ordinary shares so that the initial shareholders, in the aggregate, on an as-converted basis, will hold 20% of the Company’s Class A ordinary shares at the time of the closing of the Business Combination.

The obligations under the forward purchase agreement did not depend on whether any Class A ordinary shares are redeemed by the public shareholders.

In connection with the signing of the Business Combination Agreement and Backstop Agreement, Trebia and Cannae entered into FPA Termination Agreement to terminate the June 5, 2020 Forward Purchase Agreement.

Critical Accounting Policies

The preparation of financial statements

and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and

liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could

materially differ from those estimates.

The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

We have identified the following critical accounting policies:

Class A Common Stock Subject to

Possible Redemption

We account for our Class A common stock subject

to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.”

Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument

and is measured at fair value.

Conditionally redeemable common stock (including common stock that feature redemption rights that is either

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

as temporary equity.

At all other times, common stock is classified as shareholders’

Our Class A common stock features certain

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

shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the shareholders’

equity section of our balance sheet.

Net (Loss) per Common Share

We apply the two-class method in calculating

earnings per share.

Net loss per common share, basic and diluted for Class A redeemable common stock is calculated by dividing

the interest income earned on the Trust Account, net of applicable taxes, by the weighted average number of shares of Class A

redeemable common stock outstanding for the period.

Net loss per common share, basic and diluted for and Class B non-redeemable

common stock is calculated by dividing net loss less income attributable to Class A redeemable common stock, by the weighted

average number of shares of Class B non-redeemable common stock outstanding for the period presented.

Warrant and FPA Liabilities

The Company accounts for the Warrants and FPA as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and the FPA and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the Warrants and FPA are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants and FPA are indexed to the Company’s own ordinary shares and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as of each subsequent quarterly period end date while the Warrants and FPA are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, liability-classified warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheets date thereafter.

Changes in the estimated fair value of such warrants are recognized as a non-cash gain or loss on the statements of operations.

We account for the Warrants and FPAs in accordance with ASC 815-40 under which the Warrants and FPAs do not meet the criteria for equity classification and must be recorded as liabilities.

The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price.

The fair value of the Private Placement Warrants is estimated using the value of the Public Warrants’ quoted market price.

The fair value of the FPAs was estimated using a probability-weighted discounted cash flow approach.

Class A Ordinary Shares Subject to Redemption

We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption 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, ordinary shares are classified as shareholders’ equity.

Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.

Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheets.

Net Income (loss) Per Ordinary Share

Net loss per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period.

We apply the two-class method in calculating earnings per share.

Accretion of interest associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting Standards

Management does not believe

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

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 consolidated financial statements.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis