Item 1.
Condensed Financial Statements
WARBURG PINCUS CAPITAL CORPORATION I-B
CONDENSED BALANCE SHEETS
| June 30, 2022 | December 31, 2021 |
| (Unaudited) |
| Assets: |
| Current assets: |
| Cash | $ | 219,601 | $ | 664,972 |
| Prepaid expenses | 515,628 | 803,572 |
| Total current assets | 735,229 | 1,468,544 |
| Investments held in Trust Account | 549,554,418 | 548,786,670 |
| Total Assets | $ | 550,289,647 | $ | 550,255,214 |
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: |
| Current liabilities: |
| Accounts payable | $ | 166,953 | $ | 196,597 |
| Accrued expenses | 2,506,910 | 1,666,644 |
| Total current liabilities | 2,673,863 | 1,863,241 |
| Derivative warrant liabilities | 5,478,750 | 20,291,670 |
| Deferred underwriting commissions | 19,206,250 | 19,206,250 |
| Total liabilities | 27,358,863 | 41,361,161 |
| Commitments and Contingencies |
| Class A ordinary shares subject to possible redemption; $ 0.0001 par value; 54,875,000 shares at $ 10.013 and $ 10.000 per share as of June 30, 2022 and December 31, 2021, respectively | 549,454,418 | 548,750,000 |
| Shareholders’ Deficit: |
| Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of June 30, 2022 and December 31, 2021 | — | — |
| Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding as of June 30, 2022 and December 31, 2021 | — | — |
| Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 13,718,750 shares issued and outstanding as of June 30, 2022 and December 31, 2021 | 1,372 | 1,372 |
| Additional paid-in capital | — | — |
| Accumulated deficit | ( 26,525,006 | ) | ( 39,857,319 | ) |
| Total shareholders’ deficit | ( 26,523,634 | ) | ( 39,855,947 | ) |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 550,289,647 | $ | 550,255,214 |

The accompanying notes are an integral part of these unaudited condensed financial statements.
1
| For the Three Months Ended June 30, | For the Six Months Ended June 30, |
| 2022 | 2021 | 2022 | 2021 |
| General and administrative expenses | $ | 526,081 | $ | 755,975 | $ | 1,483,937 | $ | 933,381 |
| General and administrative expenses - related party | 30,000 | 30,000 | 60,000 | 40,000 |
| Loss from operations | ( 556,081 | ) | ( 785,975 | ) | ( 1,543,937 | ) | ( 973,381 | ) |
| Other income (expenses): |
| Change in fair value of derivative warrant liabilities | 3,652,500 | ( 6,290,420 | ) | 14,812,920 | ( 1,826,250 | ) |
| Offering costs associated with derivative warrant liabilities | — | — | — | ( 756,940 | ) |
| Income from investments held in Trust Account | 723,096 | 10,976 | 767,748 | 13,509 |
| Net income (loss) | $ | 3,819,515 | $ | ( 7,065,419 | ) | $ | 14,036,731 | $ | ( 3,543,062 | ) |
| Weighted average shares outstanding of Class A ordinary shares | 54,875,000 | 54,875,000 | 54,875,000 | 34,562,155 |
| Basic net income (loss) per share, Class A ordinary shares | $ | 0.06 | $ | ( 0.10 | ) | $ | 0.20 | $ | ( 0.07 | ) |
| Basic and diluted weighted average shares outstanding of Class B ordinary shares | 13,718,750 | 13,718,750 | 13,718,750 | 13,267,610 |
| Basic and diluted net income (loss) per share, Class B ordinary shares | $ | 0.06 | $ | ( 0.10 | ) | $ | 0.20 | $ | ( 0.07 | ) |

| Ordinary Shares | Additional | Total |
| Class A | Class B | Paid-in | Accumulated | Shareholders’ |
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit |
| Balance - December 31, 2021 | — | $ | — | 13,718,750 | $ | 1,372 | $ | — | $ | ( 39,857,319 | ) | $ | ( 39,855,947 | ) |
| Net income | — | — | — | — | — | 10,217,216 | 10,217,216 |
| Balance - March 31, 2022 (Unaudited) | — | — | 13,718,750 | 1,372 | — | ( 29,640,103 | ) | ( 29,638,731 | ) |
| Increase in redemption value of Class A ordinary shares subject to possible redemption | — | — | — | — | — | ( 704,418 | ) | ( 704,418 | ) |
| Net income | — | — | — | — | — | 3,819,515 | 3,819,515 |
| Balance - June 30, 2022 (Unaudited) | — | $ | — | 13,718,750 | $ | 1,372 | $ | — | $ | ( 26,525,006 | ) | $ | ( 26,523,634 | ) |
| Ordinary Shares | Additional | Total |
| Class A | Class B | Paid-in | Accumulated | Shareholders’ |
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit |
| Balance - December 31, 2020 | — | $ | — | 14,375,000 | $ | 1,438 | $ | 23,562 | $ | ( 13,242 | ) | $ | 11,758 |
| Excess cash received over the fair value of the private warrants | — | — | — | — | 2,701,830 | — | 2,701,830 |
| Accretion of Class A ordinary shares subject to possible redemption amount | — | — | — | — | ( 2,725,392 | ) | ( 40,585,008 | ) | ( 43,310,400 | ) |
| Net income | — | — | — | — | — | 3,522,357 | 3,522,357 |
| Balance - March 31, 2021 (Unaudited) | — | — | 14,375,000 | 1,438 | — | ( 37,075,893 | ) | ( 37,074,455 | ) |
| Forfeiture of Class B ordinary shares | — | — | ( 656,250 | ) | ( 66 | ) | 66 | — | — |
| Subsequent measurement of Class A ordinary shares subject to redemption against additional paid-in capital | — | — | — | — | ( 66 | ) | 66 | — |
| Net loss | — | — | — | — | — | ( 7,065,419 | ) | ( 7,065,419 | ) |
| Balance - June 30, 2021 (Unaudited) | — | $ | — | 13,718,750 | $ | 1,372 | $ | — | $ | ( 44,141,246 | ) | $ | ( 44,139,874 | ) |

| For the Six Months Ended June 30, |
| 2022 | 2021 |
| Cash Flows from Operating Activities: |
| Net income (loss) | $ | 14,036,731 | $ | ( 3,543,062 | ) |
| Adjustments to reconcile net income (loss) to net cash used in operating activities: |
| Income from investments held in Trust Account | ( 767,748 | ) | ( 13,509 | ) |
| Change in fair value of derivative warrant liabilities | ( 14,812,920 | ) | 1,826,250 |
| Offering costs associated with derivative warrant liabilities | — | 756,940 |
| General and administrative expenses paid by related party under promissory note | — | 3,053 |
| Changes in operating assets and liabilities: |
| Prepaid expenses | 287,944 | ( 1,141,596 | ) |
| Accounts payable | ( 29,644 | ) | 12,397 |
| Accrued expenses | 840,266 | 551,567 |
| Net cash used in operating activities | ( 445,371 | ) | ( 1,547,960 | ) |
| Cash Flows from Investing Activities: |
| Cash deposited in Trust Account | — | ( 548,750,000 | ) |
| Net cash used in investing activities | — | ( 548,750,000 | ) |
| Cash Flows from Financing Activities: |
| Repayment of note payable to related party | — | ( 152,536 | ) |
| Proceeds received from initial public offering, gross | — | 548,750,000 |
| Proceeds received from private placement | — | 13,975,001 |
| Offering costs paid | — | ( 11,096,857 | ) |
| Net cash provided by financing activities | — | 551,475,608 |
| Net change in cash | ( 445,371 | ) | 1,177,648 |
| Cash - beginning of the period | 664,972 | — |
| Cash - end of the period | $ | 219,601 | $ | 1,177,648 |
| Supplemental disclosure of noncash financing activities: |
| Offering costs included in accrued expenses | $ | — | $ | 253,400 |
| Offering costs paid by related party under promissory note | $ | — | $ | 149,483 |
| Deferred underwriting commissions | $ | — | $ | 19,206,250 |

WARBURG PINCUS CAPITAL CORPORATION I-B NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 1-Description of Organization and Business Operations Warburg Pincus Capital Corporation I-B (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 1, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of June 30, 2022, the Company had not yet commenced operations. All activity for the period from December 1, 2020 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Warburg Pincus Capital Corporation I-B Sponsor, L.P., a Cayman Islands exempted limited partnership (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated its Initial Public Offering of 54,875,000 units (the “Units” and, with respect to the Class A ordinary shares and 10,975,000 warrants included in the Units offered, the “Public Shares” and “Public Warrants,” respectively), including the partial exercise of the underwriters’ option to purchase 4,875,000 additional Units (the “Over-Allotment Units”), at $ 10.00 per Unit, generating gross proceeds of approximately $ 548.8 million, and incurring offering costs of approximately $ 30.8 million, of which approximately $ 19.2 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,316,666 warrants (collectively, the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”), at a price of $ 1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $ 14.0 million (Note 4). Upon the closing of the Initial Public Offering, together with certain of the proceeds from the Private Placement, approximately $ 548.8 million in the aggregate of the net proceeds (the “Offering Proceeds”), were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the Offering Proceeds, although substantially all of such proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction 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. The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. Notwithstanding the foregoing, pursuant to the amended and restated memorandum and articles of association adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), in no event will the Company redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 . The Public Shareholders will be entitled to 5 WARBURG PINCUS CAPITAL CORPORATION I-B NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 4) prior to the Company’s Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 9, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the 6
WARBURG PINCUS CAPITAL CORPORATION I-B NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of June 30, 2022, the Company had approximately $ 0.2 million in its operating bank account and a working capital deficit of approximately $ 1.9 million. The Company’s liquidity needs through June 30, 2022 have been satisfied through a payment of $ 25,000 from the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $ 153,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on March 9, 2021. In addition, 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, provide the Company Working Capital Loans (as defined in Note 4). As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have the borrowing capacity from its Sponsor or an affiliate of its Sponsor, or its officers and directors to meet our needs through the consummation of a Business Combination. However, in connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 9, 2023. The condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date. Over this time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Note 2-Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of 7 WARBURG PINCUS CAPITAL CORPORATION I-B NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 7, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. 8
| • | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| • | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| • | 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. |

WARBURG PINCUS CAPITAL CORPORATION I-B NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is 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 future events. Accordingly, as of June 30, 2022 and December 31, 2021, 54,875,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to extent available) and accumulated deficit. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the Public Warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-Allotment) and the Private Placement Warrants to purchase an aggregate of 20,291,666 Class A ordinary shares in the calculation of diluted income (loss) per share, because the exercise of the warrant is contingent upon the occurrence of future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the three and six months ended June 30, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. 10
| For the Three Months Ended June 30, 2022 | For the Three Months Ended June 30, 2021 |
| Class A | Class B | Class A | Class B |
| Basic and diluted net income (loss) per ordinary share: |
| Numerator: |
| Allocation of net income (loss) | $ | 3,055,612 | $ | 763,903 | $ | ( 5,652,335 | ) | $ | ( 1,413,084 | ) |
| Denominator: |
| Basic and diluted weighted average ordinary shares outstanding | 54,875,000 | 13,718,750 | 54,875,000 | 13,718,750 |
| Basic and diluted net income (loss) per ordinary share | $ | 0.06 | $ | 0.06 | $ | ( 0.10 | ) | $ | ( 0.10 | ) |
| For the Six Months Ended June 30, 2022 | For the Six Months Ended June 30, 2021 |
| Class A | Class B | Class A | Class B |
| Basic and diluted net income (loss) per ordinary share: |
| Numerator: |
| Allocation of net income (loss) | $ | 11,229,385 | $ | 2,807,346 | $ | ( 2,560,244 | ) | $ | ( 982,818 | ) |
| Denominator: |
| Basic and diluted weighted average ordinary shares outstanding | 54,875,000 | 13,718,750 | 34,562,155 | 13,267,610 |
| Basic and diluted net income (loss) per ordinary share | $ | 0.20 | $ | 0.20 | $ | ( 0.07 | ) | $ | ( 0.07 | ) |

WARBURG PINCUS CAPITAL CORPORATION I-B NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.​​​​​​​ Note 3-Initial Public Offering On March 9, 2021, the Company consummated its Initial Public Offering of 54,875,000 Units, including the partial exercise of the underwriters’ option to purchase 4,875,000 Over-Allotment Units, at $ 10.00 per Unit, generating gross proceeds of approximately $ 548.8 million, and incurring offering costs of approximately $ 30.8 million, of which approximately $ 19.2 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-fifth of one redeemable Public Warrant. Each whole Public Warrant will entitle the holder thereof to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment (see Note 7). Note 4-Related Party Transactions Founder Shares On December 9, 2020, the Sponsor paid an aggregate of $ 25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 14,375,000 ordinary shares (the “Founder Shares”). In February 2021, the Sponsor transferred 35,000 Founder Shares to an independent director. In June 2021, the Sponsor transferred 35,000 Founder Shares to an independent director. In August 2021, the Sponsor transferred 35,000 Founder Shares to an independent director. The Sponsor agreed to forfeit up to an aggregate of 1,875,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Founder Shares would represent 20 % of the Company’s issued and outstanding shares after the Initial Public Offering. On March 9, 2021, the underwriters partially exercised the over-allotment option to purchase the Over-Allotment Units and on April 18, 2021, the over-allotment option on the remaining Units expired unexercised by the underwriters; thus, 656,250 Class B ordinary shares were forfeited by the Sponsor. On June 11, 2021 and August 25, 2021, the Company appointed new independent directors. On June 22, 2021 and August 25, 2021, the Sponsor transferred 35,000 Founder Shares to each of the new directors. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of 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 other similar transactions) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,316,666 Private Placement Warrants, at a price of $ 1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $ 14.0 million. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $ 11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees, except as described in Note 7. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. 12
WARBURG PINCUS CAPITAL CORPORATION I-B NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Related Party Loans On December 9, 2020, 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 “Note”). The Note was no n-interest bearing, unsecured and due upon the closing of the Initial Public Offering. The Company borrowed approximately $ 153,000 under the Note and fully repaid such amount on March 9, 2021. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans 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 lenders’ 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination or its liquidation, the Company agreed to reimburse the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $ 10,000 per month. For the three months ended June 30, 2022 and 2021, the Company incurred expenses of $ 30,000 and $ 30,000 under this agreement, respectively. For the six months ended June 30, 2022 and 2021, the Company incurred expenses of $ 60,000 and $ 40,000 under this agreement, respectively. As of June 30, 2022 and December 31, 2021, the Company had payables of approximately $ 50,000 and $ 10,000 , for services in connection with such agreement on the accompanying condensed balance sheets, respectively. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or the Company’s or their respective affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. In January 2022, the Company entered into a cost sharing arrangement with a related party. Note 5-Commitments and Contingencies Registration and Shareholder 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) are entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering (the “Registration Rights Agreement”). The holders of these securities are 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 the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 13
| Gross proceeds | $ | 548,750,000 |
| Less: |
| Fair value of Public Warrants at issuance | ( 13,279,750 | ) |
| Offering costs allocated to Class A ordinary shares subject to possible redemption | ( 30,030,650 | ) |
| Plus: |
| Accretion on Class A ordinary shares subject to possible redemption amount | 43,310,400 |
| Class A ordinary shares subject to possible redemption as of December 31, 2021 | 548,750,000 |
| Increase in redemption value of Class A ordinary shares subject to possible redemption | 704,418 |
| Class A ordinary shares subject to possible redemption as of June 30, 2022 | $ | 549,454,418 |

| • | in whole and not in part; |
| • | at a price of $ 0.01 per warrant; |
| • | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
| • | if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted) 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 to the warrant holders. |

| • | in whole and not in part; |
| • | at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; |
| • | if, and only if, the Reference Value equals or exceeds $ 10.00 per share (as adjusted); and |
| • | if the Reference Value is less than $ 18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. |
| June 30, 2022 |
| Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) |
| Assets: |
| Investments held in Trust Account - money market funds | $ | 549,554,418 | $ | — | $ | — |
| Liabilities: |
| Derivative warrant liabilities - Public warrants | $ | 2,963,250 | $ | — | $ | — |
| Derivative warrant liabilities - Private placement warrants | $ | — | $ | 2,515,500 | $ | — |
| December 31, 2021 |
| Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) |
| Assets: |
| Investments held in Trust Account - money market funds | $ | 548,786,670 | $ | — | $ | — |
| Liabilities: |
| Derivative warrant liabilities - Public warrants | $ | — | $ | — | $ | 10,975,000 |
| Derivative warrant liabilities - Private placement warrants | $ | — | $ | — | $ | 9,316,670 |
| Derivative warrant liabilities at January 1, 2021 | $ | — |
| Issuance of Public and Private Warrants | 24,552,920 |
| Change in fair value of derivative warrant liabilities | ( 4,464,170 | ) |
| Derivative warrant liabilities at March 31, 2021 | 20,088,750 |
| Transfer of Public Warrants to Level 1 | ( 10,865,250 | ) |
| Transfer of Private Warrants to Level 2 | ( 9,223,500 | ) |
| Change in fair value of derivative warrant liabilities | — |
| Derivative warrant liabilities at June 30, 2021 | — |
| Derivative warrant liabilities at September 30, 2021 | — |
| Transfer of Public Warrants to Level 3 | 10,206,750 |
| Transfer of Private Warrants to Level 3 | 8,664,500 |
| Change in fair value of derivative warrant liabilities | 1,420,420 |
| Derivative warrant liabilities at December 31, 2021 | 20,291,670 |
| Transfer of Public Warrants to Level 1 | ( 10,975,000 | ) |
| Transfer of Private Placement Warrants to Level 2 | ( 9,316,670 | ) |
| Derivative warrant liabilities at March 31, 2022 | — |
| Derivative warrant liabilities at June 30, 2022 | — |

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References to the “Company,” “Warburg Pincus Capital Corporation I-B,” “Warburg Pincus,” “our,” “us” or “we” refer to Warburg Pincus Capital Corporation I-B. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company on December 1, 2020. We were formed for the purpose of effecting an initial Business Combination. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
Our Sponsor is Warburg Pincus Capital Corporation I-B Sponsor, L.P. The registration statement for our Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, we consummated our Initial Public Offering of 54,875,000 units, including the partial exercise of 4,875,000 Over-Allotment Units, at $10.00 per unit, generating gross proceeds of $548,750,000, and incurring offering costs of approximately $30.8 million, of which approximately $19.2 million was for deferred underwriting commissions.
Simultaneously with the closing of the Initial Public Offering, we consummated the private placement of 9,316,666 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $14.0 million.
Upon the closing of the Initial Public Offering and the Private Placement, the proceeds from the Initial Public Offering (approximately $548.8 million in the aggregate) were placed in our Trust Account with Continental Stock Transfer & Trust Company acting as trustee and will be invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
Our management has broad discretion with respect to the specific application of the Offering Proceeds, although substantially all of such proceeds are intended to be applied generally toward consummating a Business Combination. Our initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time we sign a definitive agreement in connection with the initial Business Combination. However, we will only complete a Business Combination if the post-transaction 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.
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If we are unable to complete an initial Business Combination within 24 months from the closing of our Initial Public Offering, or March 9, 2023, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our Class A ordinary shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Class A ordinary shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Liquidity and Going Concern As of June 30, 2022, we had approximately $0.2 million in our operating bank account and a working capital deficit of approximately $1.9 million. Our liquidity needs through June 30, 2022 have been satisfied through a payment of $25,000 from the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $153,000 from the Sponsor pursuant to the Note, dated December 9, 2020, where the Sponsor agreed to loan us up to $300,000 for the payment of costs related to our Initial Public Offering, and the proceeds from the consummation of the Private Placement not held in the Trust Account. We repaid the Note in full on March 9, 2021. In addition, in order to finance transaction costs in connection with an initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans. As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans to the Company. Based on the foregoing, management believes that the Company will have the borrowing capacity from its Sponsor or an affiliate of its Sponsor, or its officers and directors to meet the Company’s needs through the consummation of a Business Combination. However, in connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 9, 2023. The condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date. Over this time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Management 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 our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result 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. 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 unaudited condensed financial statements. 20
Results of Operations Our entire activity from inception up to June 30, 2022 was in preparation for our formation, our Initial Public Offering and our search for a Business Combination. We will not be generating any operating revenues until the closing and completion of our initial Business Combination at the earliest. For the three months ended June 30, 2022, we had a net income of approximately $3,820,000, which consisted of approximately $723,000 of income from investments held in the Trust Account, approximately $3,653,000 in non-operating gain resulting from the change in fair value of derivative warrant liabilities, partially offset by approximately $556,000 in general and administrative expenses. For the three months ended June 30, 2021, we had net loss of approximately $7,065,000, which consisted of approximately $11,000 of income from investments held in the Trust Account, offset by approximately $6,290,000 in non-operating loss resulting from the change in fair value of derivative warrant liabilities and approximately $786,000 in general and administrative expenses. For the six months ended June 30, 2022, we had a net income of approximately $14,037,000, which consisted of approximately $768,000 of income from investments held in the Trust Account, approximately $14,813,000 in non-operating gain resulting from the change in fair value of derivative warrant liabilities, partially offset by approximately $1,544,000 in general and administrative expenses. For the six months ended June 30, 2021, we had net loss of approximately $3,543,000, which consisted of approximately $14,000 of income from investments held in the Trust Account, offset by approximately $1,826,000 in non-operating loss resulting from the change in fair value of derivative warrant liabilities, $757,000 in offering costs associated with derivative warrant liabilities, and approximately $973,000 in general and administrative expenses. Contractual Obligations 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 any outstanding Working Capital Loans) were entitled to registration rights pursuant to that certain Registration Rights Agreement, dated March 9, 2021, by and between us, the Sponsor and certain of our directors. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement We granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 7,500,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On March 9, 2021, the underwriters partially exercised the over-allotment option to purchase the Over-Allotment Units (see Note 1). The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $11.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $19.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement. Administrative Services Agreement Commencing on the date that our securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination or its liquidation, we agreed to reimburse the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. 21
In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or their respective affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. For the three months ended June 30, 2022 and 2021, we incurred expenses of $30,000 and $30,000 under this agreement, respectively. For the six months ended June 30, 2022 and 2021, we incurred expenses of $60,000 and $40,000 under this agreement, respectively. As of June 30, 2022 and December 31, 2021, we had payables of approximately $50,000 and $10,000, for services in connection with such agreement on the accompanying condensed balance sheets, respectively. Critical Accounting Policies Derivative Warrant Liabilities We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. 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. Our Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 54,875,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of our condensed balance sheets. Effective with the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Income (Loss) per Ordinary Share We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. 22
The calculation of diluted net income (loss) does not consider the effect of the Public Warrants underlying the Units sold in the Initial Public Offering (including the exercise of the Over-Allotment Option) and the Private Placement Warrants to purchase an aggregate of 20,291,666 Class A ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended June 30, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Off-Balance Sheet Arrangements As of June 30, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K. JOBS Act The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the condensed financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier. 23
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. As of June 30, 2022, we were not subject to any market or interest rate risk, except that related to the derivative warrant liabilities. The Offering Proceeds, including amounts in the Trust Account, was invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
We have not engaged in any hedging activities since our inception, and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.
Item 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this report, our disclosure controls and procedures were effective as of June 30, 2022.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2022 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The material weakness discussed below was remediated during the quarter ended June 30, 2022.
Remediation of a Material Weakness in Internal Control over Financial Reporting
We recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness previously identified in fiscal year 2021 and enhance our internal control over financial reporting. In light of the material weakness, we enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our condensed financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The foregoing actions, which we believe remediated the material weakness in internal control over financial reporting, were completed as of the date of June 30, 2022.
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings
None.
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Item 1A.
Risk Factors
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed by the Company with the SEC on March 7, 2022 except as set forth below. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Changes In Laws Or Regulations, Or A Failure To Comply With Any Laws And Regulations, May Adversely Affect Our Business, Including Our Ability To Negotiate And Complete Our Initial Business Combination, And Results Of Operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving special purpose acquisition companies, or SPACs, and private operating companies and increasing the potential liability of certain participants in proposed business combination transactions. These rules, if adopted, whether in the form proposed or in revised form, may materially increase the costs and time required to negotiate and complete an initial business combination and could potentially impair our ability to complete an initial business combination.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 9,316,666 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $14.0 million.
In connection with the Initial Public Offering, our Sponsor had agreed to loan us an aggregate of up to $300,000 pursuant to the Note. The Note was non-interest bearing and payable on the consummation of the Initial Public Offering. On March 9, 2021, we repaid the Note in full.
Of the gross proceeds received from the Initial Public Offering and the full exercise of the option to purchase the Over-Allotment Units, $548.8 million was placed in the Trust Account. The Offering Proceeds are invested in U.S. government treasury bills with a maturity of 185 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
We paid a total of approximately $11.0 million in underwriting discounts and commissions related to the Initial Public Offering. In addition, the underwriters agreed to defer $19.2 million in underwriting discounts and commissions.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Mine Safety Disclosures.
Not applicable.
Item 5.
Other Information.
None.
25
Item 6.
Exhibits.
| ExhibitNumber | Description |
| 31.1* | Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Chief Financial Officer (Chief Financial Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1+ | Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2+ | Certification of Chief Financial Officer (Chief Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS* | Inline XBRL Instance Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |

| * | Filed herewith |

| + | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |

26
| Dated: August 15, 2022 | WARBURG PINCUS CAPITAL CORPORATION I-B |
| By: | /s/ Christopher H. Turner |
| Name: | Christopher H. Turner |
| Title: | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |


Question: What is the change in return on equity from the year 2021 to 2022 in percentage points?

Solution:
def solution():
    #Define variables name and value
    assets_2022 = 550289647
    liabilities_2022 = 27358863
    assets_2021 = 550255214
    liabilities_2021 = 41361161
    net_income_2022 = 3819515
    net_income_2021 = -7065419

    #Calculate shareholders' equity for 2021 and 2022
    equity_2022 = assets_2022 - liabilities_2022
    equity_2021 = assets_2021 - liabilities_2021

    #Calculate ROE for both years
    roe_2022 = net_income_2022 / equity_2022
    roe_2021 = net_income_2021 / equity_2021

    #Do math calculation to get the difference in ROE
    diff_roe = roe_2022 - roe_2021
    answer = diff_roe * 100
    return answer


Answer: 2.1187924847544606