What changed in this filing

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Item 1. Financial Statements

2022-05-16 compared with 2021-11-18 · 695 added, 722 removed, 271 unchanged (84% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current assets:

Prepaid expenses – current

Deferred offering costs associated with initial private offering

Total current assets

1 unchanged sentence

Investment held in Trust Account

Liabilities and Shareholders’ Deficit

$ 346,308,880

$ 346,793,686

Liabilities, Class A Ordinary Shares Subject to Possible Redemption

and Shareholders’ Deficit

Current liabilities:

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Forward purchase agreement liabilities

Working Capital Promissory Note – related party

Deferred underwriters’ discount

Total liabilities

Class A ordinary shares subject to possible redemption, 34,500,000 and no shares at redemption value at September 30, 2021 and December 31, 2020, respectively

Commitments & Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 34,500,000 shares at redemption value of $ 10.00 at March 31, 2022 and December 31, 2021

Shareholders’ deficit:

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500,000,000 shares authorized;

no shares issued and outstanding (excluding 34,500,000 and no shares subject to redemption) at September 30, 2021 and December 31, 2020, respectively

no shares issued and outstanding (excluding 34,500,000 and no shares subject to redemption) at March 31, 2022 and December 31, 2021

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

8,625,000 and no shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

8,625,000 issued and outstanding at March 31, 2022 and December 31, 2021

Additional paid-in capital

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( 51,786,982 )

( 54,809,897 )

Total shareholders’ deficit

( 51,786,119 )

Total liabilities and shareholders’ deficit

( 54,809,034 )

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

Total liabilities, Class A ordinary shares subject to possible redemption

and shareholders’ deficit

$ 346,308,880

$ 346,793,686

accompanying notes to the unaudited condensed financial statements.

ACQUISITION CORP.

STATEMENTS OF OPERATIONS

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended

Nine months ended

September 30,

Three Months Ended

Formation and operating costs

Loss from operations

( 4,003,477 )

Other income (expense):

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Change in fair value of warrant liabilities

Total other income

Total other income (expense), net

Net income (loss)

$ ( 1,183,957 )

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

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

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

Weighted average shares outstanding, Non-redeemable Class B ordinary shares

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

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

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

accompanying notes to the unaudited condensed financial statements.

ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2022 AND MARCH 31, 2021

Ordinary Shares

Shareholders’

Shareholder’s

Balance as of December 31, 2021

Issuance of Founder Shares

Sale of Units in Initial Public Offering, less initial fair value of public warrants and forward purchase agreements, net of offering expenses, plus excess cash received over initial fair value of private warrants

Class A ordinary shares subject to possible redemption

$ ( 54,809,897 )

$ ( 54,809,034 )

Balance as of March 31, 2022

$ ( 51,786,982 )

$ ( 51,786,119 )

Ordinary Shares

Shareholder’s

Balance as of December 31, 2020

Issuance of Founder Shares

Sale of 5,933,333 Private Placement Warrants on March 18, 2021

Initial value of private warrant liabilities

( 6,230,000 )

Balance as of March 31, 2021, as restated

Initial value of FPA liabilities

( 11,655,000 )

Accretion of Class A ordinary shares subject to possible redemption

( 40,371,261 )

( 31,410,398 )

Balance as of June 30, 2021, as restated

( 1,183,957 )

Balance as of September 30, 2021

Balance as of March 31, 2021

$ ( 41,566,169 )

$ ( 41,565,306 )

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

accompanying notes to the unaudited condensed financial statements.

ACQUISITION CORP.

STATEMENT OF CASH FLOWS

Nine months ended

September 30,

CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended

Cash Flows from Operating Activities:

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

Net income (loss)

$ ( 1,183,957 )

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

Interest earned on Trust Account

Increase in deferred legal costs

Change in fair value of warrant liabilities

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Prepaid assets

Accounts payable

Accounts payable and accrued expenses

Due to related party

Net cash used in operating activities

( 1,168,310 )

Cash Flows from Investing Activities:

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Supplemental Disclosure of Non-cash Financing Activities:

Initial value of Class A ordinary shares subject to possible redemption

$ 345,000,000

Accretion of Class A ordinary shares to redemption value

Initial value of warrant liabilities

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

Deferred underwriters’ discount payable charged to

additional paid-in capital

Initial value of forward purchase agreement liabilities

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

accompanying notes to the unaudited condensed financial statements.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1 — Organization and Business Operations

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as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company has selected

December 31 as its fiscal year end.

Company was formed on December 8, 2020 and remained dormant through December 31, 2020.

For the period from December 8,

2020 (inception) through December 31, 2020, there had been no activity since the formation of the entity and no equity shares were

The Company commenced operations on January 12, 2021 when the Founder Shares were issued.

All activity since January 12,

2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), as described

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived

from the Initial Public Offering.

For the period from December 8, 2020 (inception)

through December 31, 2020, there had been no activity since the formation of the entity and no equity shares were issued.

commenced operations on January 12, 2021 when the Founder Shares were issued.

All activity since January 12, 2021 relates to the Company’s

formation and the initial public offering (the “Initial Public Offering”) and identifying a target or targets for a Business

Combination, as described below.

The Company will not generate any operating revenues until after the completion of its initial Business

Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents

from the proceeds derived from the Initial Public Offering and change in fair value of its warrant and forward purchase agreement liabilities.

March 18, 2021, the Company consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with

respect to the Class A ordinary shares included in the Units being offered, the “public share”), at $ 10.00 per Unit,

generating gross proceeds of $ 345,000,000 , which is discussed in Note 4.

respect to the Class A ordinary shares included in the Units offered, the “Public Shares”), at $ 10.00 per Unit, generating

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

Simultaneously

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

Transaction costs amounted to $ 20,169,599 , consisting

of $ 6,900,000 of underwriting fee, $ 12,075,000 of deferred underwriting fee and $ 1,194,599 of other offering costs.

the total transaction costs, $ 719,201 was reclassified as non-operating expense in the condensed statement of operations with the

rest of the offering costs charged to shareholders’ equity.

The transaction costs were allocated based on a relative fair value

basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares.

costs amounted to $ 20,169,599 , consisting of $ 6,900,000 of underwriting fee, $ 12,075,000 of deferred underwriting fee and $ 1,194,599 of

other offering costs.

Of the total transaction costs, $ 719,201 was reclassified as non-operating expense in the statements of operations

with the rest of the offering costs charged to shareholders’ deficit.

The transaction costs were allocated based on a relative

fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary

the closing of the Initial Public Offering on March 18, 2021, an amount of $ 345,000,000 from the net proceeds of the sale of the

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which is invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act,

with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the

conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

Except with respect to interest earned on the funds

held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not

be released from the Trust Account until the earliest to occur of:

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with

a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions

of Rule 2a-7 of the Investment Company Act, as determined by the Company.

Except with respect to interest earned on the funds held in

the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released

from the Trust Account until the earliest to occur of:

(1) the completion of the Company’s initial Business Combination;

(2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended

and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow

redemption in connection with its initial Business Combination or to redeem 100 % of its public shares if the Company does not complete

its initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision

relating to shareholders’ rights or pre-initial Business Combination activity;

and (3) the redemption of the Company’s public

shares if the Company has not completed its initial Business Combination within 24 months from the closing of the Initial Public Offering,

subject to applicable law.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors,

if any, which could have priority over the claims of the Company’s public shareholders.

redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated

memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in

connection with its initial Business Combination or to redeem 100 % of its Public Shares if the Company does not complete its initial

Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating

to shareholders’ rights or pre-initial Business Combination activity;

and (3) the redemption of the Company’s Public Shares

if the Company has not completed its initial Business Combination within 24 months from the closing of the Initial Public Offering, subject

to applicable law.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if

any, which could have priority over the claims of the Company’s public shareholders.

Business Combination

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

of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing of an agreement to enter into

a Business Combination.

However, the Company will only complete a Business Combination if the post-Business Combination company owns

or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target

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

There is no assurance that

the Company will be able to successfully effect a Business Combination.

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

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

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

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

There is no assurance that the Company will

be able to successfully effect a Business Combination.

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

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

Class A ordinary shares subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion

of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing

Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets

of at least $ 5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder

approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

Class A ordinary shares subject to redemption is recorded at redemption value and classified as temporary equity upon the completion

of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480,

“Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the

Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon consummation of a Business

Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor

of the Business Combination.

Company will have 24 months from the closing of the Initial Public Offering (with the ability to extend with shareholder approval) to

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to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

The Company’s Sponsor, officers and directors

have agreed to (i) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection

with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public

shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles

of association, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares

and private placement shares if the Company fails to complete the initial Business Combination within the Combination Period.

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

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

rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s

amended and restated memorandum and articles of association, and (iii) waive their rights to liquidating distributions from the Trust

Account with respect to their Founder Shares and private placement shares if the Company fails to complete the initial Business Combination

within the Combination Period.

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

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

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

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

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

the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under

the Securities Act.

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

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

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

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

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

under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities

under the Securities Act.

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

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

Sponsor’s only assets are securities of the Company.

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those obligations.

As of September 30, 2021, the Company had cash

in an operating bank account, outside of the Trust Account, of $335,058 available for working capital needs.

As of September 30, 2021

the Company had working capital of $ 422,644 .

All remaining funds held in the Trust Account are generally unavailable for the Company’s

use, prior to an initial Business Combination, and are restricted for use either in a Business Combination, to redeem Class A ordinary

shares or with respect to the interest earned, to be withdrawn for the payment of taxes.

As of September 30, 2021, none of the amount

in the Trust Account was withdrawn as described above.

September 30, 2021, the Company’s liquidity needs were satisfied through receipt of $ 25,000 from the sale of the Founder Shares

and the remaining net proceeds from the Initial Public Offering and the sale of Private Placement Warrants.

On October 28, 2021, the Sponsor funded the $ 1,500,000

available under the Working Capital Loans to the Company (see Notes 6 and 12).

The Company anticipates that the $ 335,058 in its operating

bank account as of September 30, 2021, in addition to the subsequent $1,500,000 draw down of the Working Capital Loans available, will

be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming

that a Business Combination is not consummated during that time.

Until consummation of its Business Combination, the Company will be using

the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial shareholders,

the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating

prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices,

plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target

businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

The Company does not believe It will need to raise

additional funds in order to meet the expenditures required for operating its business.

However, if the Company’s estimates of the

costs of undertaking in-depth due diligence and negotiating Business Combination is less than the actual amount necessary to

do so, the Company may have insufficient funds available to operate its business prior to the Business Combination.

Moreover, the Company

will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties.

None of the Sponsor, officers

or directors are under any obligation to advance funds to, or to invest in, the Company.

If the Company is unable to raise additional

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

curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses.

The Company cannot provide any assurance

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

February 22, 2021, the Sponsor and Dynamo Master Fund (a member of the Sponsor) entered into a forward purchase agreement (the “Sponsor

Forward Purchase Agreement”), with the Company that provided for the purchase of up to an aggregate of 13,000,000 units,

with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant, for an aggregate purchase price of $ 130,000,000 ,

or $ 10.00 per unit, in a private placement to close substantially concurrently with the closing of the Company’s initial Business

Combination (the “Forward Purchase Securities”).

The Sponsor Forward Purchase Agreement provided that the applicable forward

purchase investors may, in their sole discretion, increase the amount of capital committed under the Sponsor Forward Purchase Agreement

up to an amount not to exceed $ 160,000,000 .

On October 20, 2021, the Company received an allocation notice from the Sponsor and Dynamo

Master Fund committing to purchase an aggregate of 16,000,000 units, with each unit consisting of one Class A ordinary share

and one-third of one redeemable warrant, for an aggregate purchase price of $ 160,000,000 , or $ 10.00 per unit.

On December 20, 2021,

the Sponsor and Burwell Mountain Trust (a member of the Sponsor) entered into an assignment and assumption agreement (the “Assignment

and Assumption Agreement”).

The Assignment and Assumption Agreement provides for the assignment by the Sponsor and assumption by

Burwell Mountain Trust of all of the Sponsor’s rights and benefits as purchaser under the Sponsor Forward Purchase Agreement, including

the right to purchase the Forward Purchase Securities subscribed for by the Sponsor.

March 1, 2021, the Company and Beauty Ventures LLC (“Beauty Ventures”) entered into a forward purchase agreement (the “Beauty

Forward Purchase Agreement,” and together with the Sponsor Forward Purchase Agreement, the “Forward Purchase Agreements”

or “FPA”), that provided for the purchase of an aggregate of up to 17,300,000 units, with each unit consisting of one Class

A ordinary share and one-third of one redeemable warrant, for an aggregate purchase price of up to $ 173,000,000 (subject to the below),

or $ 10.00 per unit, in a private placement to close substantially concurrently with the closing of the initial Business Combination.

To the extent that the amounts available from the Trust Account and other financing (including the Sponsor Forward Purchase Agreement)

are sufficient for the cash requirements in connection with our initial Business Combination, the Sponsor may, in its sole discretion,

as the managing member of Beauty Ventures, reduce its purchase obligation, up to the full amount, under the Beauty Forward Purchase Agreement.

November 15, 2021, the Company entered into an Agreement and Plan of Merger (the “Obagi Merger Agreement”), by and among

the Company, Obagi Merger Sub, Inc., a Cayman Islands exempted company limited by shares and an indirect wholly owned subsidiary of the

Company (“Merger Sub”), and Obagi Global Holdings Limited, a Cayman Islands exempted company limited by shares (“Obagi”).

See Note 6 for further discussion.

November 15, 2021, the Company entered into an Equity Purchase Agreement (the “Milk Equity Purchase Agreement” and together

with the Obagi Merger Agreement, the “Transaction Agreements”), by and among the Company, Obagi Holdco 1 Limited, a limited

company incorporated under the laws of Jersey (“Holdco Purchaser”), Waldencast Partners LP, a Cayman Islands exempted limited

partnership (“Waldencast LP” and together with Holdco Purchaser, the “Purchasers”), Milk Makeup LLC, a Delaware

limited liability company (“Milk”), certain members of Milk (the “Milk Members”), and Shareholder Representative

Services LLC, a Colorado limited liability company, solely in its capacity as representative of the Milk Members (the “Equityholder

Representative”).

See Note 6 for further discussion.

Liquidity, Capital Resources and Going Concern

As of March 31, 2022, the Company had cash in an operating bank account,

outside of the Trust Account, with $ 1,088,980 available for working capital needs.

As of March 31, 2022, the Company had a working

capital deficit of $ 517,158 .

All remaining funds held in the Trust Account are generally unavailable for the Company’s use, prior

to an initial Business Combination, and are restricted for use either in a Business Combination, to redeem Class A ordinary shares or

with respect to the interest earned, to be withdrawn for the payment of taxes.

As of March 31, 2022, none of the amount in the Trust Account

was withdrawn as described above.

On October 28, 2021, the

Company drew down the entire available balance of the Working Capital Promissory Note (as defined below) and the Sponsor deposited

$ 1,500,000 in the Company’s operating bank account (see Note 5).

The Company anticipates that the $ 1,088,980 in its

operating bank account as of March 31, 2022, will be sufficient to allow the Company to operate for at least the next 12 months from

the issuance of the condensed financial statements, assuming that a Business Combination is not consummated during that time.

consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional

Working Capital Loans (as defined in Note 5) from the initial shareholders, the Company’s officers and directors, or their

respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing

business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of

prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the

target business to acquire and structuring, negotiating and consummating the Business Combination.

Company does not believe It will need to raise additional funds in order to meet the expenditures required for operating its business.

However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating Business Combination is

less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the

Business Combination.

Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors,

or third parties.

None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company.

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

include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead

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

Company has 24 months from the closing of the IPO, which occurred on March 18, 2021 (with the ability to extend with shareholder approval)

to consummate a Business Combination.

However, if the Company is unable to complete a Business

Combination within the Combination Period, the Company will redeem 100 % of the outstanding public shares for a pro rata portion

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

on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding public shares,

subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

There is no guarantee that the Company will be able to consummate a

Business Combination within the Combination Period, which raises substantial doubt about the Company’s ability to continue as a

going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate.

These condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification

of the liabilities that might be necessary should the Company be unable to continue as a going concern.

and Uncertainties

continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that

the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target

company, the specific impact is not readily determinable as of the date of these condensed financial statements.

The condensed financial

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

Note 2 — Restatement of Previously Issued

Financial Statements

In the Company’s previously issued financial

statements, a portion of the public shares were classified as permanent equity to maintain shareholders’ equity greater than $ 5,000,000

on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least

$ 5,000,001 .

Thus, the Company had historically classified a portion of the public shares in permanent

in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose

acquisition companies, management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of public

Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the

public shares as temporary equity, regardless of the minimum net tangible asset required by the Company to complete its initial business

In accordance

with SEC Staff Accounting Bulletin No.

99, “Materiality,” and SEC Staff Accounting Bulletin No.

108, “Considering the

Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated

the changes and has determined that the related impacts were material to any previously presented financial statements.

Therefore, the

Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated

to report all public shares as temporary equity.

As such, the Company is restating those periods in this Quarterly Report.

Impact of the Restatement

The impact to the balance sheet as of March 18,

2021, the balance sheet and income statement as of March 31, 2021 and the balance sheet and income statement as of June 30, 2021 is presented

Previously Reported

Balance Sheet as of March 18, 2021

(as revised in Note 2 of Form 10-Q filed on July 19, 2021)

Class A ordinary shares subject to possible redemption

Class A ordinary shares, $ 0.0001 par value

Class B ordinary shares, $ 0.0001 par value

Additional Paid-in Capital

Accumulated Deficit

Total Shareholder’’ Equity (Deficit)

Number of shares subject to redemption

Balance Sheet as of March 31, 2021

Class A ordinary shares subject to possible redemption

Class A ordinary shares, $ 0.0001 par value

Class B ordinary shares, $ 0.0001 par value

Additional Paid-in Capital

Accumulated Deficit

Total Shareholder’’ Equity (Deficit)

Number of shares subject to redemption

Income Statement as of March 31, 2021

Weighted average Redeemable Class A ordinary shares

Basic and diluted net loss per share, redeemable Class A ordinary shares

Weighted average non-redeemable Class B ordinary shares

Basic and diluted net loss per share, non-redeemable Class B ordinary shares

Balance Sheet as of June 30, 2021

Class A ordinary shares subject to possible redemption

Class A ordinary shares, $ 0.0001 par value

Class B ordinary shares, $ 0.0001 par value

Additional Paid-in Capital

Accumulated Deficit

Total Shareholder’’ Equity (Deficit)

Number of shares subject to redemption

Income Statement as of June 30, 2021

Weighted average Redeemable Class A ordinary shares

Basic and diluted net loss per share, redeemable Class A ordinary shares

Weighted average non-redeemable Class B ordinary shares

Basic and diluted net loss per share, non-redeemable Class B ordinary shares

Weighted average Redeemable Class A ordinary shares

Basic and diluted net loss per share, redeemable Class A ordinary shares

Weighted average non-redeemable Class B ordinary shares

Basic and diluted net loss per share, non-redeemable Class B ordinary shares

Management is continuing to evaluate the impact of the COVID-19 pandemic

and the Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and the war could have a negative effect

on the Company’s financial position and/or results of its operations and/or search for a target company, the specific impact is

not readily determinable as of the date of these unaudited condensed financial statements.

The unaudited condensed financial statements

do not include any adjustments that might result from the outcome of these uncertainties.

Additionally, in February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements

and the specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the

date of these financial statements.

2 — Significant Accounting Policies

of Presentation

accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted

in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q and Article 8 of Regulation S-X of the U.S.

Securities and Exchange Commission (“SEC”).

Certain information or footnote

disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the

rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes

necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management, the

accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary

for a fair presentation of the financial position, operating results and cash flows for the periods presented.

accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial

Public Offering as filed with the SEC on March 17, 2021, as well as the Company’s Current Reports on Form 8-K.

The interim results

for the three months and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year

ending December 31, 2021 or for any future interim periods.

The accompanying unaudited condensed financial statements of the Company

are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

and pursuant to the rules and regulations of the SEC.

In the opinion of management, all adjustments (consisting of normal recurring adjustments)

have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.

interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending

December 31, 2022 or for any future interim periods.

The accompanying unaudited condensed financial statements should be read in conjunction

with the Company’s audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended

December 31, 2021 (the “2021 Annual Report”) filed by the Company with the Securities and Exchange Commission (“SEC”)

on March 31, 2022.

Growth Company Status

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities

Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden

parachute payments not previously approved.

The Company is an “emerging growth company,” as defined

in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business

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

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

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

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

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

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

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or impossible because of the potential differences in accounting standards used.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of expenses during the reporting period.

The preparation of unaudited condensed financial statements in conformity

with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenue and

expenses during the reporting period.

Actual results could differ from those estimates.

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

As of September 30, 2021, the Company had $ 335,058 in cash in its operating bank account, outside of the Trust Account, and had

no cash equivalents.

The Company had cash of $ 1,088,980 and $ 1,503,768 in its operating bank account, outside of the Trust Account as of March 31, 2022 and

December 31, 2021, respectively.

The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021.

Held in Trust Account

September 30, 2021, the Trust Account had $ 345,030,985 held in marketable securities.

As of September 30, 2021, the Company has

not withdrawn any of the interest income from the Trust Account to pay its tax obligations.

March 31, 2022 and December 31, 2021, the Trust Account had $ 345,055,667 and $ 345,052,047 of marketable securities, respectively.

The Company accounts for its marketable securities, which are

carried at fair value with changes in fair value included in the condensed statement of operations.

As of March 31, 2022, the Company has not withdrawn any of the interest income from the Trust

Account to pay its tax obligations.

Concentration

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

At September 30, 2021, the Company has not

experienced losses on this account.

At March 31, 2022, the Company has not experienced

losses on this account.

A Ordinary Shares Subject to Possible Redemption

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to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

The Company’s Class A ordinary shares feature

certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain

At all other times, ordinary shares are classified as a part of shareholders’ deficit.

The Company’s Class A ordinary shares

feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain

future events.

Accordingly, all shares of Class A ordinary shares subject to possible redemption are presented at redemption value as

temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

All of the Class A ordinary shares sold as part

of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s

liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain

amendments to the Company’s amended and restated memorandum and articles of association (except that in no event may we redeem our

public shares in an amount that would cause our net tangible assets to be less than $ 5,000,001 following such redemptions pursuant to

our amended and restated memorandum and articles of association).

In accordance with the SEC and its staff guidance on redeemable equity

instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary

shares subject to redemption to be classified outside of permanent equity.

As of September 30, 2021, the Class A ordinary

shares reflected on the balance sheet are reconciled in the following table:

temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheet.

of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for

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

in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum

and articles of association (except that in no event may we redeem our Public Shares in an amount that would cause our net tangible assets

to be less than $ 5,000,001 following such redemptions pursuant to our amended and restated memorandum and articles of association).

In accordance with the SEC and its staff guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption

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

As of March 31, 2022 and December 31, 2021, the Class A ordinary shares

reflected on the condensed balance sheets are reconciled in the following table:

Gross proceeds

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$ 345,000,000

Income per Ordinary Share

The Company applies the two-class method in calculating

earnings per share.

Income (Loss) per Ordinary Share

The Company applies the two-class method in calculating earnings per

The contractual formula utilized to calculate the redemption amount approximates fair value.

The Class feature to

redeem at fair value means that there is effectively only one class of stock.

Changes in fair value are not considered a dividend of the

purposes of the numerator in the earnings per share calculation.

Net loss per ordinary share is computed by dividing the pro rata net

The Class A feature to redeem at fair

value means that there is effectively only one class of stock.

Changes in fair value are not considered a dividend for the purposes of

the numerator in the earnings per share calculation.

Net income (loss) per ordinary share is computed by dividing the pro rata net income

(loss) between the Class A ordinary shares and the Class B ordinary shares by the weighted average number of ordinary shares outstanding

for each of the periods.

The calculation of diluted loss per ordinary share does not consider the effect of the warrants and rights issued

in connection with the IPO since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion

of such warrants would be anti-dilutive.

The warrants and FPA units are exercisable for 61,833,333 shares of Class A ordinary shares

in the aggregate.

Accretion of the carrying value of Class A ordinary shares to redemption value is excluded from net income per ordinary

share because the redemption value approximates fair value.

Three Months ended

September 30,

Nine Months ended

September 30,

The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants and

rights issued in connection with the Initial Public Offering since the exercise of the warrants and rights are contingent upon the occurrence

of future events and the inclusion of such warrants would be anti-dilutive.

The warrants and Forward Purchase Agreement units are exercisable

for 61,833,333 shares of Class A ordinary shares in the aggregate.

Accretion of the carrying value of Class A ordinary shares

to redemption value is excluded from net income (loss) per ordinary share because the redemption value approximates fair value.

Reconciliation

of Net Income (Loss) per Ordinary Share

Company’s net income (loss) is adjusted for the portion of net income (loss) that is allocable to each class of ordinary shares.

The allocable net income (loss) is calculated by multiplying net income (loss) by the ratio of weighted average number of shares outstanding

attributable to Class A ordinary shares and Class B ordinary shares to the total weighted average number of shares outstanding

for the period.

Accretion of the carrying value of Class A ordinary shares to redemption value is excluded from net income (loss)

per ordinary share because the redemption value approximates fair value.

basic and diluted income (loss) per ordinary share is calculated as follows:

March 31, 2022

March 31, 2021

Ordinary shares subject to possible redemption

Net income allocable to Class A ordinary shares subject to possible redemption

Net income (loss) allocable to Class A ordinary shares subject to possible redemption

$ ( 510,888 )

Weighted Average Redeemable Class A ordinary shares, Basic and Diluted

Basic and Diluted net income per share, Redeemable Class A Ordinary shares

Basic and Diluted net income (loss) per share, Redeemable Class A ordinary shares

Non-Redeemable Ordinary shares

Net income allocable to Class B ordinary shares not subject to redemption

Net income (loss) allocable to Class B ordinary shares not subject to redemption

$ ( 673,069 )

Weighted Average Non-Redeemable Ordinary shares, Basic and Diluted

Basic and diluted net income per share, ordinary shares

Offering Costs

The Company complies with the requirements of

the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A–- “Expenses of Offering”.

costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial

Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Accordingly, on

September 30, 2021, offering costs totaling $ 20,169,599 have been charged to shareholders’ equity (consisting of $ 6,900,000 of

underwriting fee, $ 12,075,000 of deferred underwriting fee and $ 1,194,599 of other offering costs).

Of the total transaction

costs, $ 719,201 was reclassified as a non-operating expense in the condensed statement of operations with the rest of the offering

cost charged to shareholders’ equity.

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

The Company complies with the requirements of the Financial Accounting

Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses

of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that

are related to the Initial Public Offering and that were charged to shareholders’ deficit upon the completion of the Initial Public

Accordingly, on March 31, 2022, offering costs totaling $ 20,169,599 have been charged to temporary equity (consisting of

$ 6,900,000 of underwriting fee, $ 12,075,000 of deferred underwriting fee and $ 1,194,599 of other offering costs).

total transaction costs, $ 719,201 was reclassified as a non-operating expense in the statements of operations with the rest of the

offering cost charged to temporary equity.

The transaction costs were allocated based on a relative fair value basis, compared to the

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Fair Value of Financial Instruments

The fair value of the Company’s assets and

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

Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet.

The fair value of the Company’s assets and liabilities, which

qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying

amounts represented in the balance sheets .

Derivative Warrant Liabilities

The Company evaluates its financial instruments,

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

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

The classification of derivative instruments, including whether such instruments should

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

The Company has determined its public warrants,

private warrants and contingent forward purchase warrants are derivative instruments.

The Company accounts for its 17,433,333 ordinary

share warrants issued in connection with its Initial Public Offering ( 11,500,000 ) and Private Placement Warrants ( 5,933,333 ) as derivative

warrant liabilities in accordance with ASC 815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair

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

The liabilities are subject to re-measurement at each balance

sheet date until exercised, and any change in fair value is recognized in the Company’s condensed statement of operations.

value of warrants issued by the Company in connection with its Initial Public Offering and Private Placement Warrants has been estimated

using Monte-Carlo simulations at each measurement date.

FASB ASC 470-20, Debt with Conversion and Other

Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applied

this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating

IPO proceeds first to fair value of the warrants and contingent forward purchase units and then the Class A ordinary shares.

The Company accounts for income taxes under ASC

Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets

and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods

in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred

tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold

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

a tax return.

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

The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction.

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

As of September 30, 2021, there

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

The Company is currently not aware of any issues

under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman

Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing

requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was immaterial for the nine months

ended September 30, 2021.

The Company evaluates its financial instruments, including issued share

purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant

to ASC 480 and ASC 815-15.

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

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

The Company has determined its public warrants, private warrants and

forward purchase agreements are derivative instruments.

The Company accounts for

its 17,433,333 ordinary share warrants issued in connection with its Initial Public Offering ( 11,500,000 ) and Private Placement

Warrants ( 5,933,333 ) as derivative warrant liabilities in accordance with ASC 815-40.

Accordingly, the Company recognizes the warrant

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

The liabilities are subject

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

of operations.

The fair value of warrants issued by the Company in connection with its Initial Public Offering and Private Placement Warrants

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

FASB ASC 470-20, “Debt with Conversion and Other Options,”

addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applied this

guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual

method by allocating Initial Public Offering proceeds first to the fair value of the warrants and contingent forward purchase units and

then the Class A ordinary shares.

The Company accounts for

income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and

reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statements and

tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable

to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to

reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes

a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or

expected to be taken in a tax return.

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

upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s major

tax jurisdiction.

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

of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from

its position.

The Company is considered

to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes

or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was immaterial

for the three months ended March 31, 2022.

Recent Accounting Standards

In August 2020, the FASB issued ASU 2020-06, “Debt-Debt

with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging-Contracts in an Entity’s Own Equity

(Subtopic 815-40):

In August 2020, the FASB issued Accounting Standard Update No.

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

Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU

2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies

the diluted earnings per share calculation in certain areas.

ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and

it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted ASU 2020-06 on January 1, 2021.

Adoption of the ASU did

not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe

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

financial statements.

of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management

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

effect on the accompanying unaudited condensed financial statements.

Note 3 — Initial Public Offering

Pursuant to the Initial Public Offering, the Company

sold 34,500,000 Units, (at a price of $ 10.00 per Unit.

Each Unit consists of one share of Class A Ordinary shares,

par value $0.0001 per share one-third of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the

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

Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units,

at a price of $ 10.00 per Unit.

Each Unit consists of one share of Class A ordinary shares, par value $0.0001 per share

and one-third of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one

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

Note 4 — Private Placement Warrants

Simultaneously with the closing of the Initial

Public Offering, the Sponsor purchased an aggregate of 5,933,333 Private Placement Warrants at a price of $ 1.50 per Private

Placement Warrant, for an aggregate price of $ 8,900,000 .

Each Private Placement Warrant is exercisable for one Class A ordinary share

at a price of $ 11.50 per share, subject to adjustment (see Note 7).

If the Company does not complete a Business Combination within

the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the

redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

The initial fair value of the private warrants was recorded as a liability of $ 6,230,000 with the excess of cash received over initial

fair value of the warrants of $ 2,670,000 recorded as additional paid-in capital.

Simultaneously with the closing of the Initial Public Offering, the

Sponsor purchased an aggregate of 5,933,333 Private Placement Warrants at a price of $ 1.50 per Private Placement Warrant,

for an aggregate price of $ 8,900,000 .

Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $ 11.50 per

share, subject to adjustment (see Note 6).

If the Company does not complete a Business Combination within the Combination Period, the

proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares

(subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

The initial fair value of the

Private Placement Warrants was recorded as a liability of $ 6,230,000 with the excess of cash received over initial fair value of

the warrants of $ 2,670,000 recorded as additional paid-in capital.

Note 5 — Related Party Transactions

Founder Shares

On January 12, 2021, the Company issued 7,187,500 Class

B ordinary shares to the Sponsor for an aggregate purchase price of $ 25,000 (the “Founder Shares”).

On March 15, 2021,

the Company effected a dividend of 0.2 of a share of Class B ordinary shares for each share of Class B ordinary shares,

resulting in 8,625,000 shares of Class B ordinary shares being issued and outstanding.

The Sponsor has agreed, subject to limited exceptions,

not to transfer, assign or sell any of its Class B ordinary shares or Class A ordinary shares received upon conversion thereof until the

(A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last

reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends,

rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day

period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger,

amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having

the right to exchange their ordinary shares for cash, securities or other property.

On January 12, 2021, the Company issued 7,187,500 Founder

Shares to the Sponsor for an aggregate purchase price of $ 25,000 .

In February 2021, the Sponsor transferred 20,000 Class B

ordinary shares to each of Sarah Brown, Juliette Hickman, Lindsay Pattison and Zachary Werner (the “Investor Directors”),

resulting in the Sponsor holding 7,107,500 Class B ordinary shares.

On March 15, 2021, the Company effected a dividend of 0.2 per

share of Class B ordinary shares for each share of Class B ordinary shares resulting in 8,625,000 shares of Class B ordinary

shares being issued and outstanding, of which 8,545,000 are held by the Sponsor.

The Sponsor has agreed, subject

to limited exceptions, not to transfer, assign or sell any of its Class B ordinary shares or Class A ordinary shares received upon conversion

thereof until the earlier of:

(A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination,

(x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,

share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation,

merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders

having the right to exchange their ordinary shares for cash, securities or other property.

Related Party Loans

On January 12, 2021, the Sponsor agreed to loan the

Company up to $ 300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Promissory

The Promissory Note was non-interest bearing, unsecured and due upon the earlier of June 30, 2021 and the closing of the

Initial Public Offering.

The Company had no borrowings under the Promissory Note at the closing of the Initial Public Offering.

In addition, in order to finance transaction costs

in connection with a Business Combination, the Sponsor may, but is not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds

of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the

Trust Account.

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

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

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s

discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity

at a price of $ 1.50 per warrant.

The warrants would be identical to the Private Placement Warrants.

On January 12, 2021, the

Sponsor agreed to loan the Company up to $ 300,000 to be used for the payment of costs related to the Initial Public Offering pursuant

to a promissory note (the “Sponsor Promissory Note”).

The Sponsor Promissory Note was non-interest bearing, unsecured and

due upon the earlier of June 30, 2021 and the closing of the Initial Public Offering.

The Company had no borrowings under the Sponsor

Promissory Note at the closing of the Initial Public Offering.

Borrowings under the Sponsor Promissory Note are no longer available.

Due to Related Party

The balance of $ 65,000 represents the amount

accrued for the administrative support services provided (defined below) by the Sponsor from date of the IPO to September 30, 2021.

As of March 31, 2022 and December 31, 2021, the balance of $ 125,043

and $ 95,000 represents the amount accrued for the administrative support services provided (defined below) by the Sponsor, respectively.

Administrative Support Agreement

Commencing on the date of the Initial Public Offering,

the Company has agreed to pay the Sponsor a total of $ 10,000 per month for office space and administrative support services.

completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

the three months and nine months ended September 30, 2021, the Company has recognized $ 30,000 and $ 65,000 , respectively, of administrative

service fee, which is included in formation and operating costs on the condensed statements of operations.

Commencing on the date of the Initial Public Offering, the Company

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

Upon completion

of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

For the three

months ended March 31, 2022 and 2021, the Company incurred $ 30,000 in such fees.

As of March 31, 2022 and December 31, 2021, the Company

had an outstanding unpaid balance amounting to $ 125,043 and $ 95,000 , respectively.

Working Capital Loans

In order to finance transaction costs in connection

with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may,

but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Such Working Capital Loans

would be evidenced by promissory notes.

The notes may be repaid upon completion of a Business Combination, without interest, or, at the

lender’s discretion, up to $ 1,500,000 of notes may be converted upon completion of a Business Combination into warrants at

a price of $ 1.50 per warrant.

In order to finance

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

Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required.

Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of a Business Combination, without

interest, or, at the lender’s discretion, up to $ 1,500,000 of notes may be converted upon completion of a Business

Combination into warrants at a price of $ 1.50 per warrant.

Such warrants would be identical to the Private Placement Warrants.

In the event that a Business Combination

does not close, the Company may use a portion of proceeds held outside of the Trust Account to repay the Working Capital Loans, but no

proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of September 30, 2021, the Company had no

outstanding borrowings under the Working Capital Loans.

On October 28, 2021, the Company drew down the entire available balance of the

Working Capital Loans and the Sponsor deposited $ 1,500,000 in the Company’s operating bank account (see Note 12).

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

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

On August 18, 2021,

the Company issued the Working Capital Promissory Note to the Sponsor for an aggregate amount of up to $ 1,500,000 , up to $ 1,500,000 of such note may be convertible into warrants, at

a price of $ 1.50 per warrant, at the option of the lender (the “Working Capital Promissory Note”).

Capital Promissory Note is non-interest bearing and is due and payable in full on the earlier of (i) the date by which we have to

complete a Business Combination and (ii) the effective date of a Business Combination.

On October 28, 2021, the Company drew down

the entire available balance of the Working Capital Promissory Note and the Sponsor deposited $ 1,500,000 in the Company’s

operating bank account.

As of March 31, 2022 and December 31, 2021, the Company had an aggregate principal amount of

$ 1,500,000 in outstanding borrowings under the Working Capital Loans, consisting solely of the Working Capital Promissory

The conversion feature included in the Working Capital Promissory Note

is considered an embedded derivate and is remeasured at the end of each reporting period.

The value of the conversion features was considered

de minimis both as of March 31, 2022 and December 31, 2021.

Forward Purchase Agreement

The Company entered into two separate forward purchase

agreements as follows.

The Sponsor and Dynamo Master Fund (a member of the Sponsor) entered into a forward purchase agreement (the “Sponsor

Forward Purchase Agreement”), dated as of February 22, 2021, with the Company that will provide for the purchase of up to an aggregate

of 13,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant,

for an aggregate purchase price of $ 130,000,000 , or $ 10.00 per unit, in a private placement to close substantially concurrently with

the closing of our initial Business Combination.

The Sponsor Forward Purchase Agreement provides that the applicable forward purchase

investors may, in their sole discretion, increase the amount of capital committed under the Sponsor Forward Purchase Agreement up to an

amount not to exceed $ 160,000,000 .

Beauty Ventures LLC (“Beauty Ventures”) entered into a forward purchase agreement (the

“Beauty Forward Purchase Agreement”, and together with the Sponsor Forward Purchase Agreement, the “Forward Purchase

Agreements” or “FPA”), dated as of March 1, 2021, with the Company that provides for the purchase of an aggregate of

up to 17,300,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant,

The Company entered into

two separate forward purchase agreements as follows.

The Sponsor and Dynamo Master Fund (a member of the Sponsor) entered into the Sponsor

Forward Purchase Agreement, dated as of February 22, 2021, with the Company that will provide for the purchase of up to an aggregate of 13,000,000 units,

with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant, for an aggregate purchase price of $ 130,000,000 ,

or $ 10.00 per unit, in a private placement to close substantially concurrently with the closing of our initial Business Combination.

The Sponsor Forward Purchase Agreement provides that the applicable forward purchase investors may, in their sole discretion, increase

the amount of capital committed under the Sponsor Forward Purchase Agreement up to an amount not to exceed $ 160,000,000 .

Beauty Ventures

entered into the Beauty Forward Purchase Agreement, dated as of March 1, 2021, with the Company that provides for the purchase of an aggregate

of up to 17,300,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant,

for an aggregate purchase price of up to $ 173,000,000 (subject to the below), or $ 10.00 per unit, in a private placement to

9 unchanged sentences

by our public shareholders.

The forward purchase shares and the forward purchase warrants included in the units being sold in this offering,

respectively, will be identical to the public shares and public warrants included in the units being sold in this offering, respectively,

except that the holders thereof will have certain registration rights, as described herein.

On October 20, 2021, the Company received

(i) an allocation notice from the Sponsor and Dynamo Master Fund committing to purchase 16,000,000 units, with each unit consisting of

one Class A ordinary share and one-third of one redeemable warrant, for an aggregate purchase price of $160,000,000, or $10.00 per unit

and (ii) an allocation notice from Beauty Ventures committing to purchase to purchase 17,300,000 units, with each unit consisting of one

Class A ordinary share and one-third of one redeemable warrant, for an aggregate purchase price of $173,000,000, or $10.00 per unit.

The forward purchase shares and the forward purchase warrants included in the units being sold in the Initial

Public Offering, respectively, will be identical to the Public Shares and public warrants included in the units sold in the Initial Public

Offering, respectively, except that the holders thereof will have certain registration rights, as described herein.

On October 20,

2021, the Company received (i) an allocation notice from the Sponsor and Dynamo Master Fund committing to purchase 16,000,000 units, with

each unit consisting of one Class A ordinary share and one-third of one redeemable warrant, for an aggregate purchase price of $160,000,000,

or $10.00 per unit and (ii) an allocation notice from Beauty Ventures committing to purchase 17,300,000 units, with each unit consisting

of one Class A ordinary share and one-third of one redeemable warrant, for an aggregate purchase price of $173,000,000, or $10.00 per

On December 20, 2021, the Sponsor and Burwell Mountain Trust (a member of the Sponsor) entered into an Assignment and Assumption

The Assignment and Assumption Agreement provides for the assignment by the Sponsor and assumption by Burwell Mountain Trust

of all of the Sponsor’s rights and benefits as purchaser under the Sponsor Forward Purchase Agreement, including the right to purchase

the Forward Purchase Securities subscribed for by the Sponsor.

Note 6 — Commitments & Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement

Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the

exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the

Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective

date of the Initial Public Offering requiring the Company to register such securities for resale.

The holders of these securities will

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

In addition, the holders

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

a Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

The holders of the Founder

Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary

shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and

upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed

prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale.

of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities.

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

to the completion of a Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such registration

Underwriters Agreement

On March 18, 2021, pursuant to the consummation

of the IPO, the Company paid a fixed underwriting discount of $0.20 per Unit, or $6,900,000 in the aggregate.

Additionally,

a deferred underwriting discount of $0.35 per Unit, or $12,075,000 in the aggregate, will be payable to the underwriters from

the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms

of the underwriting agreement.

Transaction Agreements

On November 15, 2021, the Company entered into the

Obagi Merger Agreement (as defined in Note 12) with Obagi (as defined in Note 12) and Merger Sub (as defined in Note 12).

The transactions

contemplated by the Obagi Merger Agreement are described in more detail in Note 12.

On November 15, 2021, the Company entered into the

Milk Equity Purchase Agreement (as defined in Note 12) with the Purchasers (as defined in Note 12), Milk (as defined in Note 12), Milk

Members (as defined in Note 12) and Equityholder Representative (as defined in Note 12).

The transactions contemplated by the Milk Equity

Purchase Agreement are described in more detail in Note 12.

On March 18, 2021, pursuant

to the consummation of the Initial Public Offering, the Company paid a fixed underwriting discount of $ 0.20 per Unit, or $ 6,900,000 in

the aggregate.

Additionally, a deferred underwriting discount of $ 0.35 per Unit, or $ 12,075,000 in the aggregate, will be payable

to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination,

subject to the terms of the underwriting agreement.

Obagi Merger Agreement and Related Agreements

On November 15, 2021, the

Company entered into the Obagi Merger Agreement, by and among the Company, Merger Sub and Obagi.

The Obagi Merger Agreement provides that,

among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the

other agreements and transactions contemplated by the Obagi Merger Agreement, the “Obagi Transaction”):

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

to the conditions of the Obagi Merger Agreement and in accordance with the Companies Act (As Revised) of the Cayman Islands (“Cayman

Act”), Merger Sub will merge with and into Obagi, the separate corporate existence of Merger Sub will cease and Obagi will be the

surviving company and an indirect wholly owned subsidiary of the Company (the “Merger”);

(ii) as a result of the Merger, among other things, each outstanding share in the capital of Obagi of par value US $ 0.50 each per share (the “Obagi Common Stock”) as of immediately prior to the effective time of the Merger (the “Obagi Merger Effective Time”) (other than in respect of Excluded Shares (as defined in the Obagi Merger Agreement)) will be cancelled and converted into the right to receive (a) an amount in cash equal to the quotient obtained by dividing (i) the Obagi Cash Consideration (as defined in the Obagi Merger Agreement) by (ii) the number of Aggregate Fully Diluted Company Common Shares (as defined in the Obagi Merger Agreement), and (b) a number of Waldencast plc Class A ordinary shares (defined below) equal to the quotient obtained by dividing (i) the Obagi Stock Consideration (as defined in the Obagi Merger Agreement) by (ii) the number of Aggregate Fully Diluted Company Common Shares;

upon the effective time of

the Domestication (as defined below), the Company will immediately be renamed “Waldencast plc.”

The Company’s board

of directors has unanimously (i) approved and declared advisable the Obagi Merger Agreement, the Obagi Transaction and the other transactions

contemplated thereby and (ii) resolved to recommend approval of the Obagi Merger Agreement and related matters by the shareholders of

Milk Equity Purchase Agreement

On November 15, 2021, the

Company entered into the Milk Equity Purchase Agreement, by and among the Company, Holdco Purchaser, Waldencast LP, Milk, Milk Members,

and the Equityholder Representative.

The Milk Equity Purchase

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

occur (together with the other agreements and transactions contemplated by the Milk Equity Purchase Agreement, the “Milk Transaction”

and, together with the Obagi Transaction, the “Obagi and Milk Business Combinations”):

(i) at the closing of the transactions contemplated by the Milk Equity Purchase Agreement (the “Milk Closing” and together with the Obagi Closing, the “Closing”), upon the terms and subject to the conditions of the Milk Equity Purchase Agreement, the Purchasers will acquire from the Milk Members and the Milk Members will sell to the Purchasers all of the issued and outstanding membership units of Milk in exchange for the Milk Cash Consideration (as defined in the Milk Equity Purchase Agreement), and the Milk Equity Consideration (as defined in the Milk Equity Purchase Agreement), which consist of partnership units of Waldencast LP exchangeable for Waldencast plc Class A ordinary shares (as defined below), and the Class B ordinary shares, par value $ 0.0001 per share, of the Company (following the Domestication) (the “Waldencast plc Non-Economic ordinary shares);

as a result of the Milk Transaction, among other things, (a) Holdco Purchaser will purchase from the Milk Members a percentage of the outstanding membership units in exchange for (i) the Milk Cash Consideration and (ii) a number of Waldencast plc Non-Economic ordinary shares equal to the Milk Equity Consideration and (b) Waldencast LP will purchase from the Milk Members the remainder of the outstanding membership units in exchange for the Milk Equity Consideration;

upon the effective time of the Domestication, the Company will immediately be renamed “Waldencast plc.”

Immediately following consummation

of the Milk Transaction, (i) Holdco Purchaser will contribute its equity interest in (a) Milk to Waldencast LP in exchange for limited

partnership units in Waldencast LP and (b) Holdco 2 in exchange for limited partnership units in Waldencast LP.

The combined company will

be organized in an “Up-C” structure, in which the equity interests of Obagi and Milk will be held by Waldencast LP.

will in turn hold its interests in Obagi and Milk through Waldencast LP and Holdco Purchaser.

The Board has unanimously

(i) approved and declared advisable the Milk Equity Purchase Agreement, the Milk Transaction and the other transactions contemplated thereby

and (ii) resolved to recommend approval of the Milk Equity Purchase Agreement and related matters by the shareholders of the Company.

Prior to the Closing, subject

to the approval of the Company’s shareholders, and in accordance with the Cayman Act, the Companies (Jersey) Law 1991, as amended

(the “Jersey Companies Law”) and the Company’s amended and restated memorandum and articles of association, the Company

will effect a deregistration under the Cayman Act and a domestication under Part 18C of the Jersey Companies Law (by means of filing a

memorandum and articles of association with the Registrar of Companies in Jersey), pursuant to which the Company’s jurisdiction

of incorporation will be changed from the Cayman Islands to Jersey (the “Domestication”).

In connection with the Domestication,

(i) each of the then issued and outstanding Class A ordinary shares, par value $ 0.0001 per share, of the Company, will convert automatically,

on a one-for-one basis, into an ordinary share, par value $ 0.0001 per share, of the Company (following its Domestication) (the “Waldencast

plc Class A ordinary shares”), (ii) each of the then issued and outstanding Class B ordinary shares, par value $ 0.0001 per

share, of the Company, will convert automatically, on a one-for-one basis, into a Waldencast plc Class A ordinary share, (iii) each then

issued and outstanding warrant of the Company will convert automatically into a warrant to acquire one Waldencast plc Class A ordinary

share (“Waldencast plc Warrant”), pursuant to the Warrant Agreement, dated March 15, 2021, between the Company and Continental

Stock Transfer & Trust Company, as warrant agent, and (iv) each then issued and outstanding unit of the Company shall be cancelled

and will entitle the holder thereof to one Waldencast plc Class A ordinary share and one-third of one Waldencast plc Warrant.

On November 15, 2021, the

Company entered into a Sponsor Support Agreement (the “Obagi Sponsor Support Agreement”), by and among the Sponsor, Obagi,

the Company and the persons set forth on Schedule I attached thereto (the “Sponsor Persons”), pursuant to which the Sponsor

and the Sponsor Persons agreed to, among other things, vote in favor of the Obagi Merger Agreement and the transactions contemplated thereby,

in each case, subject to the terms and conditions contemplated by the Obagi Sponsor Support Agreement.

On November 15, 2021, the

Company entered into a Sponsor Support Agreement (the “Milk Sponsor Support Agreement”), by and among the Sponsor, the Equityholder

Representative, the Company and the Sponsor Persons, pursuant to which the Sponsor and the Sponsor Persons agreed to, among other things,

vote in favor of the Milk Equity Purchase Agreement and the transactions contemplated thereby, in each case, subject to the terms and

conditions contemplated by the Milk Sponsor Support Agreement.

On November 15, 2021, the

Company also entered the Stockholder Support Agreement, by and among the Company, Obagi and Cedarwalk.

Pursuant to the Stockholder Support

Agreement, Cedarwalk agreed to, among other things, within two (2) business days after the proxy statement/prospectus relating to the

approval by the Company shareholders of the Obagi and Milk Business Combinations is declared effective by the SEC and delivered or otherwise

made available to the Company shareholders, execute and deliver a written consent with respect to the outstanding ordinary shares of Obagi

held by Cedarwalk adopting the Obagi Merger Agreement and related transactions and approving the Obagi and Milk Business Combinations.

The consummation of the proposed

Obagi and Milk Business Combinations is subject to certain conditions as further described in the Obagi Merger Agreement and the Milk

Equity Purchase Agreement.

Note 7 — Class A Ordinary Shares Subject

to Possible Redemption

The Company’s Class A ordinary shares feature

certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain

future events.

Accordingly, as of September 30, 2021, 34,500,000 shares of Class A ordinary shares subject to possible redemption

are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance

The value of these redeemable shares was calculated as the gross proceeds from the sale of the Public Units reduced by the proceeds

allocable to the Public Warrants, issuance costs related to the Public Units and the accretion of the carrying value to the redemption

Upon the consummation of the IPO, the Company recorded $ 31,410,398 in accretion.

The Company’s Class A ordinary shares feature certain redemption

rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

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

presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed

balance sheets.

The value of these redeemable shares was calculated as the gross proceeds from the sale of Waldencast’s public units

reduced by the proceeds allocable to the Public Warrants, issuance costs related to Waldencast’s public units and the accretion

of the carrying value to the redemption value.

Upon the consummation of the Initial Public Offering, the Company recorded $ 31,410,398 in

Note 8 — Shareholder’s Deficit

Preference Shares — The

Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each.

At September 30, 2021,

there were no preference shares issued or outstanding.

Preference Shares —

The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each.

At March 31, 2022

and December 31, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares —

The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $ 0.0001 each.

30, 2021, there were no shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption).

31, 2022 and December 31, 2021, there were no shares issued and outstanding (excluding 34,500,000 shares subject to possible

Class B Ordinary Shares —

The Company is authorized to issue a total of 50,000,000 shares of Class B ordinary shares at par value of $ 0.0001 each.

At September 30, 2021, there were 8,625,000 Class B ordinary shares issued or outstanding.

Only holders of the Class B ordinary shares

will have the right to vote on the election of directors prior to the Business Combination.

Holders of Class A ordinary shares and

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

At March 31, 2022 and December 31, 2021, there were 8,625,000 Class B ordinary shares issued or outstanding.

Only holders of the Class

B ordinary shares will have the right to vote on the election of directors prior to the Business Combination.

Holders of Class A ordinary

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

shareholders except as otherwise required by law.

The Class B ordinary shares will automatically

convert into Class A ordinary shares at the time of the completion of the Business Combination, or earlier at the option of the holder,

on a one-for-one basis, subject to adjustment.

The Class B ordinary shares

will automatically convert into Class A ordinary shares at the time of the completion of the Business Combination, or earlier at the option

of the holder, on a one-for-one basis, subject to adjustment.

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

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the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority

of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares

will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the ordinary shares issued and outstanding upon completion

of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued

in connection with a Business Combination, excluding any Class A ordinary shares or equity-linked securities issued, or to be

issued, to any seller in a Business Combination.

of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal,

in the aggregate, on an as-converted basis, 20 % of the sum of the ordinary shares issued and outstanding upon completion of the Initial

Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business

Combination, excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination.

Note 9 — Warrants

Public Warrants may only be exercised for a whole

number of shares.

No fractional warrants will be issued upon separation of the Units and only whole warrants will trade.

The Public Warrants

will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing

of the Initial Public Offering.

The Public Warrants will expire five years after the completion of a Business Combination or

earlier upon redemption or liquidation.

The Company will not be obligated to deliver any

Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise

unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is

then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

No Public Warrant will be exercisable, and the Company will not be obligated to issue any shares to holders seeking to exercise their

warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the

exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable,

but in no event later than 15 business days, after the closing of the Company’s Business Combination, the Company will use its commercially

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

shares issuable upon exercise of the warrants.

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

and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption

of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the Class A ordinary

shares issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of a Business

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

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

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

Notwithstanding the above, if the Class A ordinary shares are at the time

of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants

to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects,

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

it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption

is not available.

Once the warrants become exercisable, the Company may redeem the Public

Warrants for redemption:

Public Warrants may only

be exercised for a whole number of shares.

No fractional warrants will be issued upon separation of the Units and only whole warrants

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and

(b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire five years after the completion

of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated

to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public

Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public

Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect

to registration.

No Public Warrant will be exercisable, and the Company will not be obligated to issue any shares to holders seeking to

exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of

the state of the exercising holder, or an exemption is available.

The Company has agreed that

as soon as practicable, but in no event later than 15 business days, after the closing of the Company’s Business Combination, the

Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities

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

The Company will use its commercially reasonable efforts to

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

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

If a registration

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

the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during

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

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

Notwithstanding the above, if the Class A ordinary shares

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

security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise

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

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

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

the extent an exemption is not available.

Once the warrants become

exercisable, the Company may redeem the Public Warrants for redemption:

in whole and not in part;

2 unchanged sentences

● if, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).

Once the Public Warrants become exercisable, the Company may redeem

the Public Warrants:

Once the Public Warrants

become exercisable, the Company may redeem the Public Warrants:

in whole and not in part;

2 unchanged sentences

● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If and when the warrants become redeemable by

the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale

under all applicable state securities laws.

The exercise price and number of ordinary shares

issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary

dividend or recapitalization, reorganization, merger or consolidation.

However, except as described below, the Public Warrants will not

be adjusted for issuances of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required

to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination within the Combination Period and

the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect

to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with

respect to such Public Warrants.

If and when the warrants

become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying

securities for sale under all applicable state securities laws.

The exercise price and number

of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a

share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except as described below,

the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price.

Additionally, in no event

will the Company be required to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination within

the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any

of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside

of the Trust Account with respect to such Public Warrants.

Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional

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

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

to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates,

without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly

Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest

thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of the Class A ordinary

shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination

(such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the

nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption

trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued

Price, respectively.

The Private Placement Warrants will be identical

to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and

the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable

until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement

Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial

purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders

on the same basis as Public Warrants.

In addition, if (x) the Company

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

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

effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to

the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior

to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60%

of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted average

trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the

Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price

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

and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the

higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants

will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement

Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable

or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private

Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held

by the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable

by such holders on the same basis as Public Warrants.

Note 10 — Fair Value Measurements

Fair value is defined as the price that would

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

Fair value is defined as

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

at the measurement date.

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

The hierarchy gives

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

lowest priority to unobservable inputs (Level 3 measurements).

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

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

These tiers include:

2 unchanged sentences

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

The following table presents information about

the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy

of the valuation inputs the Company utilized to determine such fair value:

September 30,

The following table presents

information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021

and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Marketable Securities held in Trust Account

8 unchanged sentences

( 5,755,333 )

Marketable Securities held in Trust Account

$ 345,052,047

Forward purchase agreement liabilities

( 13,320,000 )

The Company utilizes a Monte Carlo simulation

model to value the warrants at each reporting period, with changes in fair value recognized in the condensed statement of operations.

The estimated fair value of the warrant liabilities is determined using Level 3 inputs.

Inherent in a binomial options pricing model

are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates

the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants.

The risk-free

interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining

life of the warrants.

The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

rate is based on the historical rate, which the Company anticipates to remain at zero.

The aforementioned warrant liabilities are not subject to qualified

hedge accounting.

The value of the warrant liabilities was transferred

from Level 3 to Level 1 during the period due to the fact that they are now listed on an active market.

There were no other transfers

between Levels 1, 2 or 3 during the three and nine-month period ended September 30, 2021.

The following table provides quantitative information regarding Level 3

fair value measurements:

September 30,

( 13,320,000 )

Warrant liabilities

( 21,153,666 )

( 13,915,000 )

( 7,238,666 )

The Company utilizes a Monte Carlo simulation model to value its private warrants

at each reporting period, with changes in fair value recognized in the condensed statements of operations.

The estimated fair value of

the warrant liabilities is determined using Level 3 inputs.

Inherent in a binomial options pricing model are assumptions related to expected

share-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its ordinary

shares based on historical volatility that matches the expected remaining life of the warrants.

The risk-free interest rate is based on

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

expected life of the warrants is assumed to be equivalent to their remaining contractual term.

The dividend rate is based on the historical

rate, which the Company anticipates to remain at zero.

The aforementioned warrant

liabilities are not subject to qualified hedge accounting.

For the three months ended March 31, 2022 and 2021, there were no transfers between Levels 1, 2 or 3.

The following table provides

quantitative information regarding Level 3 fair value measurements:

(private warrants and forward purchase agreements)

Term (in years)

1 unchanged sentence

Dividend yield

The following table presents the changes in the fair value of warrant

The following table presents

the changes in the fair value of warrant liabilities:

Fair value as of December 31, 2021

1 unchanged sentence

Change in fair value of warrant liabilities

Fair value as of March 31, 2021

Change in fair value of warrant liabilities

Fair value as of June 30, 2021

Change in fair value of warrant liabilities

Fair value as of December 31, 2021

Change in fair value

( 2,875,000 )

1 unchanged sentence

( 4,358,333 )

Fair value as of September 30, 2021

Prior to their transfer to Level 1 inputs, the

estimated fair value of warrant liabilities is determined using Level 3 inputs.

Inherent in a binomial options pricing model are assumptions

related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility

of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants.

The risk-free interest

rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of

the warrants.

Fair value as of March 31, 2022

Prior to their transfer to

Level 1 inputs, the estimated fair value of warrant liabilities is determined using Level 3 inputs.

Inherent in a binomial options pricing

model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected

remaining life of the warrants.

The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

The dividend rate is

based on the historical rate, which the Company anticipates to remain at zero.

The Company has initially classified the FPA as

This financial instrument is subject to re-measurement at each balance sheet date.

With each such re-measurement,

the FPA asset or liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statement

of operations.

As such, the Company recorded a $ 11,655,000 of derivative liabilities related to the FPA as of March 18, 2021.

September 30, 2021, the re-measurement of the derivative associated with the FPA resulted in the following change in the derivative liabilities

– forward purchase agreement.

FPA Liabilities

Derivative liability – forward purchase agreement at March 18, 2021

Change in fair value of derivative liability – forward purchase agreement

dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The Company has initially classified the FPA as a liability.

This financial

instrument is subject to re-measurement at each balance sheet date.

With each such re-measurement, the FPA asset or liability will be

adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations.

Company recorded a $ 11,655,000 of derivative liabilities related to the FPA as of March 18, 2021.

At December 31, 2021, the re-measurement

of the derivative associated with the FPA resulted in the following change in the derivative liabilities – forward purchase agreement.

Derivative liability – forward purchase agreement at March 18, 2021

Change in fair value of derivative liability – forward purchase agreement

Derivative liability – forward purchase agreement at June 30, 2021

Derivative liability – forward purchase agreement at December 31, 2021

Change in fair value of derivative liability – forward purchase agreement

( 2,664,000 )

Derivative liability – forward purchase agreement at September 30, 2021

Derivative liability – forward purchase agreement at March 31, 2022

The following table presents

information about the assumptions used to value the Company’s FPA liabilities classified as Level 3 in the fair value hierarchy

that are measured at fair value on a recurring basis.

Term (in years)

Risk-free rate

Dividend yield

Note 11 — Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date through the date that the financial statements were issued.

Based upon this review, other than

as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial

On October 28, 2021, the Company drew down the

entire available balance of the Working Capital Loans and the Sponsor deposited $ 1,500,000 in the Company’s operating bank account

(see Note 6).

Obagi and Milk Business Combinations

Obagi Merger Agreement and Related Agreements

On November 15, 2021, the Company entered into an Agreement and Plan

of Merger (the “Obagi Merger Agreement”), by and among the Company, Obagi Merger Sub, Inc., a Cayman Islands exempted company

limited by shares and an indirect wholly owned subsidiary of the Company (“Merger Sub”), and Obagi Global Holdings Limited,

a Cayman Islands exempted company limited by shares (“Obagi”).

The Obagi Merger Agreement provides that, among other things and upon

the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions

contemplated by the Obagi Merger Agreement, the “Obagi Transaction”):

(i) at the closing of the transactions contemplated by the

Obagi Merger Agreement (the “Obagi Closing”), upon the terms and subject to the conditions of the Obagi Merger Agreement and

in accordance with the Companies Act (As Revised) of the Cayman Islands (“Cayman Act”), Merger Sub will merge with and into

Obagi, the separate corporate existence of Merger Sub will cease and Obagi will be the surviving company and an indirect wholly owned

subsidiary of the Company (the “Merger”);

(ii) as a result of the Merger, among other things, each

share of common stock of Obagi that is issued and outstanding immediately prior to the effective time of the Merger (other than in respect

of Excluded Shares (as defined in the Obagi Merger Agreement)) will be cancelled and converted into the right to receive (i) an amount

in cash equal to (A) the Obagi Cash Consideration (as defined in the Obagi Merger Agreement), subject to substitution for Obagi Stock

Consideration (as defined in the Obagi Merger Agreement) based on the amount of cash available to the Company at the Closing (as defined

below), taking into account, among other things, the level of shareholder redemptions, divided by (B) the number of Aggregate Fully Diluted

Company Common Shares (as defined in the Obagi Merger Agreement), and (ii) a number of shares of Company Common Stock equal to (A) the

Obagi Stock Consideration divided by (B) the number of Aggregate Fully Diluted Company Common Shares;

(iii) upon the effective time of the Domestication (as defined

below), the Company will immediately be renamed “Waldencast plc”.

The Company’s board of directors has unanimously (i) approved

and declared advisable the Obagi Merger Agreement, the Obagi Transaction and the other transactions contemplated thereby and (ii) resolved

to recommend approval of the Obagi Merger Agreement and related matters by the shareholders of the Company.

Milk Equity Purchase Agreement

On November 15, 2021, the Company entered into an Equity Purchase Agreement

(the “Milk Equity Purchase Agreement” and together with the Obagi Merger Agreement, the “Transaction Agreements”),

by and among the Company, Obagi Holdco 1 Limited, a limited company incorporated under the laws of Jersey (“Holdco Purchaser”),

Waldencast Partners LP, a Cayman Islands exempted limited partnership (“Waldencast LP” and together with Holdco Purchaser,

the “Purchasers”), Milk Makeup LLC, a Delaware limited liability company (“Milk”), certain members of Milk (the

“Milk Members”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity

as representative of Milk’s equityholders (the “Equityholder Representative”).

The Milk Equity Purchase Agreement provides that,

among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the

other agreements and transactions contemplated by the Milk Equity Purchase Agreement, the “Milk Transaction” and, together

with the Obagi Transaction, the “Obagi and Milk Business Combinations”):

(i) at the closing of the transactions contemplated by the

Milk Equity Purchase Agreement (the “Milk Closing” and together with the Obagi Closing, the “Closing”), upon the

terms and subject to the conditions of the Milk Equity Purchase Agreement, the Purchasers will acquire from the Milk Members and the Milk

Members will sell to the Purchasers all of the issued and outstanding membership units of Milk in exchange for the Milk Cash Consideration

(as defined in the Milk Equity Purchase Agreement), and the Milk Equity Consideration (as defined in the Milk Equity Purchase Agreement),

which consist of partnership units of Waldencast LP exchangeable for Domesticated Acquiror Common Stock, and the Domesticated Acquiror

Non-Economic Common Stock (each as defined in the Milk Equity Purchase Agreement);

(ii) as a result of the Milk Transaction, among other things,

(i) Holdco Purchaser will purchase from the Milk Members a percentage of the outstanding membership units in exchange for the Milk Cash

Consideration and the Domesticated Acquiror Non-Economic Common Stock equal to the Milk Equity Consideration and (ii) Waldencast LP will

purchase from the Milk Members the remainder of the outstanding membership units in exchange for the Milk Equity Consideration;

(iii) upon the effective time of the Domestication, the Company

will immediately be renamed “Waldencast plc.”

Immediately following consummation of the Milk Transaction, (i) Holdco

Purchaser will contribute its equity interest in (a) Milk to Waldencast LP in exchange for limited partnership units in Waldencast LP

and (b) Holdco 2 in exchange for limited partnership units in Waldencast LP.

The combined company will be organized in an “Up-C”

structure, in which the equity interests of Obagi and Milk will be held by Waldencast LP.

The Company will in turn hold its interests

in Obagi and Milk through Waldencast LP and Holdco Purchaser.

The Board has unanimously (i) approved and declared advisable the Milk

Equity Purchase Agreement, the Milk Transaction and the other transactions contemplated thereby and (ii) resolved to recommend approval

of the Milk Equity Purchase Agreement and related matters by the shareholders of the Company.

Prior to the Closing, subject to the approval of the Company’s

shareholders, and in accordance with the Cayman Act, the Companies (Jersey) Law 1991, as amended (the “Jersey Companies Law”)

and the Company’s amended and restated memorandum and articles of association, the Company will effect a deregistration under the

Cayman Act and a domestication under Part 18C of the Jersey Companies Law (by means of filing a memorandum and articles of association

with the Registrar of Companies in Jersey), pursuant to which the Company’s jurisdiction of incorporation will be changed from the

Cayman Islands to Jersey (the “Domestication”).

In connection with the Domestication, (i) each of the then issued and

outstanding Class A ordinary shares, par value $0.0001 per share, of the Company, will convert automatically, on a one-for-one basis,

into an ordinary share of common stock, par value $0.0001 per share, of the Company (following its Domestication) (the “Waldencast

Common Stock”), (ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of the Company,

will convert automatically, on a one-for-one basis, into a share of Waldencast Common Stock, (iii) each then issued and outstanding warrant

of the Company will convert automatically into a warrant to acquire one share of Waldencast Common Stock (“Domesticated Waldencast

Warrant”), pursuant to the Warrant Agreement, dated March 15, 2021, between the Company and Continental Stock Transfer & Trust

Company, as warrant agent, and (iv) each then issued and outstanding unit of the Company shall be cancelled and will entitle the holder

thereof to one share of Waldencast Common Stock and one-third of one Domesticated Waldencast Warrant.

On November 15, 2021, the Company entered into a Sponsor Support Agreement

(the “Obagi Sponsor Support Agreement”), by and among the Sponsor, Obagi, the Company and the persons set forth on Schedule

I attached thereto (the “Sponsor Persons”), pursuant to which the Sponsor and the Sponsor Persons agreed to, among other things,

vote in favor of the Obagi Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions

contemplated by the Obagi Sponsor Support Agreement.

On November 15, 2021, the Company entered into a Sponsor Support Agreement

(the “Milk Sponsor Support Agreement”), by and among the Sponsor, the Equityholder Representative, the Company and the Sponsor

Persons, pursuant to which the Sponsor and the Sponsor Persons agreed to, among other things, vote in favor of the Milk Equity Purchase

Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Milk Sponsor

Support Agreement.

On November 15, 2021, the Company also entered into

a Stockholder Support Agreement (the “Stockholder Support Agreement”), by and among the Company, Obagi and Cedarwalk.

to the Stockholder Support Agreement, Cedarwalk agreed to, among other things, within two (2) business days after the proxy statement/prospectus

relating to the approval by the Company shareholders of the Obagi and Milk Business Combinations is declared effective by the SEC and

delivered or otherwise made available to the Company shareholders, execute and deliver a written consent with respect to the outstanding

ordinary shares of Obagi held by Cedarwalk adopting the Obagi Merger Agreement and related transactions and approving the Obagi and Milk

Business Combinations.

The consummation of the proposed Obagi and Milk Business

Combinations is subject to certain conditions as further described in the Obagi Merger Agreement and the Milk Equity Purchase Agreement.

The Company evaluated subsequent

events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the unaudited condensed financial statements.

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

What changed 10-Q

Item 1. Financial Statements