Exhibit 15.2 INDEX TO FINANCIAL STATEMENTS Unaudited, Condensed Interim Financial Statements  PageCondensed Balance Sheets as of March 31, 2022 and December 31, 2021


2Condensed Statements of Operations for the Three Months Ended March 31, 2022 and 2021
(Unaudited)


3Condensed Statements of Changes in Stockholders Deficit for the Three Months Ended March 31,
2022 and 2021 (Unaudited)


4Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021
(Unaudited)


5Notes to Unaudited, Interim, Condensed Financial Statements


6   1




---

GORES GUGGENHEIM, INC. CONDENSED BALANCE SHEETS  March 31, 2022(unaudited)


December 31, 2021(audited)CURRENT ASSETS:Cash and cash equivalents

$
350,209


$
302,504Prepaid assets


1,237,592



1,477,280Total current assets


1,587,801



1,779,784Investments and cash held in Trust Account


800,136,676



800,056,447Total assets

$
801,724,477


$
801,836,231LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accrued expenses

$
7,849,812


$
6,729,383State franchise tax accrual


50,000



200,000Public warrants derivative liability


50,720,000



61,440,000Private warrants derivative liability


28,530,000



34,560,000Notes and advances payable - related party


2,500,000



2,000,000Total current liabilities


89,649,812



104,929,383Deferred underwriting compensation


28,000,000



28,000,000Total liabilities

$
117,649,812


$
132,929,383Commitments and contingenciesClass A subject to possible redemption, 80,000,000 shares at March 31, 2022 and
December 31, 2021 (at redemption value of $10 per share)


800,000,000



800,000,000Stockholders deficit:Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding at
March 31, 2022 and December 31, 2021, respectively






Common stockClass A Common Stock, $0.0001 par value; 400,000,000 shares authorized






Class F Common Stock, $0.0001 par value; 40,000,000 shares authorized, 20,000,000 and
20,000,000 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively


2,000



2,000Additional
paid-in-capital






Accumulated deficit


(115,927,335
)


(131,095,152
)Total stockholders deficit


(115,925,335
)


(131,093,152
)Total liabilities and stockholders deficit

$
801,724,477


$
801,836,231 See accompanying notes to the interim condensed financial statements.  2




---

GORES GUGGENHEIM, INC. CONDENSED STATEMENTS OF OPERATIONS (Unaudited)  ThreeMonths EndedMarch 31, 2022


ThreeMonths EndedMarch 31, 2021Revenues

$



$
Professional fees and other expenses


(1,612,413
)


(68,999
)State franchise taxes, other than income tax


(50,000
)


(50,000
)Gain/(loss) from change in fair value of warrant liability


16,750,000



(470,000
)Allocated expense for warrant issuance cost






(780,685
)Net income/(loss) from operations


15,087,587



(1,369,684
)Other income - interest income


80,230



1,548Net income/(loss) before income taxes

$
15,167,817


$
(1,368,136
)Provision for income tax






Net income/(loss) attributable to common shares

$
15,167,817


$
(1,368,136
)Net income/(loss) per common share:Basic and diluted weighted average shares outstanding, Class A common stock

$
0.15


$
(3.17
)Basic and diluted weighted average shares outstanding, Class F common stock

$
0.15


$
(3.17
) See accompanying notes to the interim condensed financial statements.  3




---

GORES GUGGENHEIM, INC. CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (Unaudited)  Three Months Ended March 31, 2022Class A CommonStock


Class F Common Stock


AdditionalPaid-In Capital


AccumulatedDeficit


StockholdersDeficitShares


Amount


Shares


AmountBalance at January 1, 2022





$




20,000,000


$
2,000


$



$
(131,095,152
)

$
(131,093,152
)Net income






















15,167,817



15,167,817Balance at March 31, 2022





$




20,000,000


$
2,000


$



$
(115,927,335
)

$
(115,925,335
)Three Months Ended March 31, 2021Class A CommonStock


Class F Common Stock


AdditionalPaid-In Capital


AccumulatedDeficit


StockholdersDeficitShares


Amount


Shares


AmountBeginning Balance at January 1, 2021





$







$



$



$
(1,782
)

$
(1,782
)Sale of Class F Common Stock to Sponsor on February 10, 2021 at $0.0001 par
value










21,562,500



2,156



22,844







25,000Excess of fair value paid by founders for warrants


















9,095,000







9,095,000Subsequent measurement of Class A Common Stock subject to redemption against additional paid-in capital


















(9,117,844
)






(9,117,844
)Subsequent measurement of Class A Common Stock subject to redemption against accumulated
deficit






















(46,023,770
)


(46,023,770
)Net loss






















(1,368,136
)


(1,368,136
)Balance at March 31, 2021





$




21,562,500


$
2,156


$



$
(47,393,688
)

$
(47,391,532
) See accompanying notes to the interim condensed financial statements.  4




---

GORES GUGGENHEIM, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)  ThreeMonths EndedMarch 31, 2022


ThreeMonths EndedMarch 31, 2021Cash flows from operating activities:Net income/(loss)

$
15,167,817


$
(1,368,136
)Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating
activities:Issuance costs related to warrant liability






780,685Gain/(loss) from change in fair value of warrant liability


(16,750,000
)


470,000Changes in operating assets and liabilities:Changes in state franchise tax accrual


(150,000
)


49,550Changes in prepaid assets


239,688



(11,459
)Changes in accrued expenses, formation and offering costs


1,120,429



509,372Net cash provided/(used) in operating activities


(372,066
)


430,012Cash flows from investing activities:Cash deposited in Trust Account






(750,000,000
)Interest reinvested in the Trust Account


(80,229
)


(1,548
)Net cash used in investing activities


(80,229
)


(750,001,548
)Cash flows from financing activities:Proceeds from sale of Units in initial public offering






750,000,000Proceeds from sale of Private Placement Warrants to Sponsor






17,000,000Proceeds from sale of Class F Common Stock to Sponsor






25,000Proceeds from notes and advances payable  related party


500,000



300,000Repayment of notes and advances payable  related party






(300,000
)Payment of underwriters discounts and commissions






(15,000,000
)Payment of accrued offering costs






(722,299
)Net cash provided by financing activities


500,000



751,302,701Increase in cash


47,705



1,731,165Cash at beginning of period


302,504



Cash at end of period

$
350,209


$
1,731,165Supplemental disclosure of non-cash financing
activities:Deferred underwriting compensation

$



$
26,250,000Supplemental disclosure of income and franchise taxes paid:Cash paid for income and state franchise taxes

$
200,000


$
450 See accompanying notes to the interim condensed financial statements.  5




---

GORES GUGGENHEIM, INC. NOTES TO THE UNAUDITED, INTERIM, CONDENSED FINANCIAL STATEMENTS  1.
Organization and Business Operations Organization and General Gores
Guggenheim, Inc. (the Company) was incorporated in Delaware on December 21, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar Business Combination with one or more businesses (the Business Combination). The Company has not engaged in any operations, other than to identify and consummate a Business Combination, and has not generated any operating revenue
to date. The Companys management has broad discretion with respect to the Business Combination. The Companys sponsor is Gores Guggenheim Sponsor, LLC, a Delaware limited liability company (the Sponsor). The Company has
selected December 31st as its fiscal year-end. The Company completed the Public Offering on March 25, 2021 (the IPO Closing Date). As of March 31, 2022, the Company
had not commenced any operations. All activity during the three months ended March 31, 2022 relates to the Companys search for a prospective initial Business Combination. The Company will not generate any operating revenues until after
the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company generates non-operating income in the form of interest income from the proceeds derived from the
Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below). Proposed Business
Combination On September 27, 2021, Gores Guggenheim, Inc. (the Company) entered into a Business Combination
Agreement (as amended, the Business Combination Agreement), by and among the Company, Polestar Automotive Holding Limited, a Hong Kong incorporated company (Parent), Polestar Automotive (Singapore) Pte. Ltd., a
private company limited by shares in Singapore (Polestar Singapore), Polestar Holding AB, a private limited liability company incorporated under the laws of Sweden (Polestar Sweden), Polestar Automotive Holding
UK Limited, a limited company incorporated under the laws of England and Wales and a direct wholly owned subsidiary of Parent (ListCo), and PAH UK Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of
ListCo (Merger Sub). The transactions contemplated by the Business Combination Agreement, including the Merger (as
defined below), and the other transactions contemplated by the other transaction documents contemplated by the Business Combination Agreement (collectively, the Transactions) will constitute a Business Combination as
contemplated by the Companys Amended and Restated Certificate of Incorporation. The Business Combination and the transactions contemplated thereby were unanimously approved by the board of directors of the Company on September 25, 2021. The Business Combination Agreement Pre-Closing Reorganization In connection with the Merger, prior to the closing of the
Transactions (the Closing), Parent will, and will cause ListCo, Polestar Singapore, Polestar Sweden and their respective subsidiaries to, complete a reorganization, pursuant to which, among other things, Polestar Singapore,
Polestar Sweden and their respective subsidiaries will become, directly or indirectly, wholly owned subsidiaries of ListCo (the Pre-ClosingReorganization). As consideration for the Pre-Closing Reorganization, ListCo will issue to Parent a number of class A ordinary shares in the share capital of ListCo which class A ordinary shares shall entitle the holder
to one vote per share (ListCoClassA Shares) and class B ordinary shares in the share capital of ListCo, which class B ordinary shares shall entitle the holder
to ten votes per share (ListCoClassB Shares, and, together with the ListCo Class A Shares, the ListCoShares), such that,
following the Pre-Closing Reorganization, Parent will hold an aggregate number of ListCo Shares equal to approximately (a) $20,003,000,000 divided by $10.00, less (b) (i) the
aggregate principal amount due in respect of certain convertible notes of Parent outstanding as of immediately prior to the Closing, divided by (ii) the applicable conversion price of such notes, less (c) 49,803,900, which represents the
aggregate number of ListCo Preference Shares (as defined below) issued pursuant to the Volvo Cars Preference Subscription Agreement (as defined below).  6




---

As additional consideration for Parents contribution to ListCo of all the issued and
outstanding equity securities of Polestar Sweden, Parent will be entitled to receive, subject to the terms provided in the Business Combination Agreement, earn out shares from ListCo, issuable in ListCo Class A Shares and ListCo Class B
Shares up to an aggregate number equal to approximately (a) 0.075 multiplied by (b) the number of issued and outstanding ListCo Shares as of immediately after the Closing (including ListCo Shares issued pursuant to the Subscription Agreements
(as defined below)). The Merger Following the Pre-Closing Reorganization and pursuant to the Business Combination Agreement,
at the Closing, Merger Sub will merge with and into the Company (the Merger), pursuant to which the separate corporate existence of Merger Sub will cease, with the Company being the surviving corporation and becoming a wholly
owned subsidiary of ListCo. Each share of Class A Common Stock of the Company, par value $0.0001 per share (GG
ClassA Shares) issued and outstanding immediately prior to the effective time of the Merger (the Effective Time), other than those held in treasury, will be exchanged for one newly issued
American depository share of ListCo (ListCo ClassA ADS) duly and validly issued against the deposit of an underlying ListCo Class A Share deposited with a bank (Depositary Bank) in
which ListCo has established and sponsored American depository receipt facilities (each, an ADR Facility). Each share of Class F Common Stock of the Company, par value $0.0001 per share (GG
ClassF Shares, and together with the GG Class A Shares, the GG Shares) issued and outstanding immediately prior to the effective time of the Merger, other than those held in treasury, will be
exchanged for one newly issued ListCo Class A ADS. All GG Shares held in treasury will be canceled and extinguished without consideration. Any units of the Company that are outstanding immediately prior to the Effective Time held by Company stockholders will be automatically
separated and the holder thereof will be deemed to hold one GG Class A Share and one-fifth (1/5) of a public warrant of the Company (Public Warrant), which
underlying securities will be converted as described below. In the event the Requisite GG Warrantholder Approval (as defined below) is
obtained prior to the Effective Time, each Public Warrant shall be automatically cancelled and extinguished and converted into the right to receive one American depository share of ListCo (ListCo ClassC-1ADS) duly and validly issued against the deposit of an underlying class C-1 preferred share in the share capital of ListCo
(ListCo ClassC-1Share) deposited with the Depositary Bank. Each ListCo Class C-1 Share will be
exercisable to acquire a ListCo Class A Share at an exercise price of $11.50 per share. In addition, each private placement warrant of the Company (Private Placement Warrant) will be automatically cancelled and
extinguished and converted into the right to receive one American depository share of ListCo (ListCo ClassC-2ADS) duly and validly issued
against the deposit of an underlying class C-2 preferred share in the share capital of ListCo (ListCo
ClassC-2Share) deposited with the Depositary Bank. Each ListCo Class C-2 Share will be exercisable to
acquire a ListCo Class A Share at an exercise price of $11.50 per share. In the event that the Requisite GG Warrantholder
Approval is not obtained prior to the Effective Time, each Public Warrant shall be automatically cancelled and extinguished and converted into the right to receive one American depository warrant of ListCo (ListCo AD
Warrant) duly and validly issued against the deposit of an underlying warrant of ListCo representing the right to acquire one ListCo Class A Share deposited with the Depositary Bank and representing the right to
acquire one ListCo Class A ADS (or one ListCo Class A Share if at the time of exercise ListCo no longer uses the ADR Facility) at an exercise price of $11.50 per ListCo Class A ADS. In addition, each Private Placement
Warrant will be automatically cancelled and extinguished and converted into the right to receive one ListCo AD Warrant.  7




---

Registration Statement/Proxy Statement; Warrantholder Solicitation In connection with the Transactions, the Company, ListCo, Polestar Singapore, Polestar Sweden and Parent will prepare,
and ListCo will file with the SEC, a registration statement on Form F-4 (the Registration Statement/Proxy Statement), which will include a prospectus
of ListCo and a proxy statement for the Companys stockholder meeting to solicit the vote of the Company stockholders to, among other things, adopt the Business Combination Agreement and approve the Transactions. In addition, as promptly as reasonably practicable following the date of the Business Combination Agreement, the Company, ListCo, Polestar
Singapore, Polestar Sweden and Parent will solicit the vote or consent of registered holders of at least 50% of the outstanding Public Warrants to amend the Warrant Agreement to permit the conversion or exchange of Public Warrants for ListCo Class C-1 ADSs and the Private Placement Warrants for ListCo Class C-2 ADSs (the Requisite GG Warantholder Approval). Representations, Warranties and Covenants The parties to the Business Combination Agreement have made representations, warranties and covenants that are customary for transactions of
this nature. The representations and warranties of the respective parties to the Business Combination Agreement will not survive the Closing. The covenants of the respective parties to the Business Combination Agreement will also not survive the
Closing, except for those covenants that by their terms expressly apply in whole or in part after the Closing. Conditions to Closing The obligations of the parties to the Business Combination Agreement to consummate the Transactions is conditioned upon (a) the expiration
or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (b) the absence of any law or other legal restraint or prohibition issued by any court of competent
jurisdiction or other governmental authority preventing the consummation of the Transactions, (c) the effectiveness under the Securities Act of 1933, as amended (the Securities Act), of the Registration Statement/Proxy
Statement and that no stop order will have been issued by the SEC and remain in effect with respect to the Registration Statement/Proxy Statement, (d) obtaining, at the meeting of Company stockholders where a quorum is present, the vote of the
holders of a majority of the outstanding GG Shares entitled to vote thereon to adopt and approve the Business Combination Agreement, other Transaction Documents (as defined in the Business Combination Agreement) to which the Company will be a party
and the Transactions, (e) obtaining the requisite vote of the shareholders of Parent to approve the Business Combination Agreement and the other transaction documents to which Parent is party and the Transactions, (f) the Company having at
least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) following the completion of the redemptions in respect of GG Shares in connection
with the Transactions (the Stockholder Redemptions), (g) the approval of ListCo Class A ADSs for listing on the Nasdaq Stock Market, (h) the approval of the ListCo AD Warrants or the
ListCo Class C-1 ADSs, as applicable, for listing on the Nasdaq Stock Market and (i) the board of directors of ListCo shall have a number and composition of directors determined in
accordance with the Business Combination Agreement (and shall include one director reasonably determined by Sponsor (as defined below) and consented to by Parent (such consent not to be unreasonably withheld, conditioned or delayed), with
the remaining initial directors being reasonably determined by Parent) as of the Closing. In addition, the obligations of Parent,
Polestar Singapore, Polestar Sweden, ListCo and Merger Sub to consummate the Transactions is subject to, among other things, the aggregate amount of cash held in the Companys trust account (after giving effect to the Stockholder Redemptions,
the Sponsor Investment Amount, the PIPE Investment Amount and the Volvo Cars PIPE Investment Amount (as defined below)) being no less than $950,000,000, prior to the payment of any unpaid or contingent liabilities and fees and expenses of the
Company (including, as applicable, any Company Transaction Expenses (as defined in the Business Combination Agreement)) as of the Closing. The obligation of the Company to consummate the Transactions is also subject to the fulfillment of additional closing conditions, including,
among other things, the completion of the Pre-Closing Reorganization.  8




---

Termination On April 21, 2022, the parties to the Business Combination Agreement entered into Amendment No. 3 to the Business Combination
Agreement (BCA Amendment No. 3) to extend the Termination Date (as defined in the Business Combination Agreement) from May 27, 2022 to June 24, 2022. The Business Combination Agreement may be terminated at any time prior
to the Closing by mutual written consent of the Company and Parent and in certain other circumstances, including if the Closing has not occurred on or prior to June 24, 2022 and the primary cause of the failure for the Closing to have
occurred on or prior to such date is not due to a breach of the Business Combination Agreement by the party seeking to terminate. Subscription
Agreements PIPE Subscription Agreements Concurrently with the execution and delivery of the Business Combination Agreement, the Company and ListCo entered into subscription agreements
(the PIPE Subscription Agreements) with certain investors (the PIPE Investors), pursuant to which the PIPE Investors have agreed to purchase, substantially concurrently with the Closing, an aggregate
of 7.43 million ListCo Class A ADSs (the PIPE Shares) for a purchase price of $9.09 per share in a private placement, for an aggregate amount of $67,500,000 (the PIPE Investment
Amount). The issuance of the PIPE Shares pursuant to the PIPE Subscription Agreements is contingent upon, among other
customary closing conditions, the substantially concurrent consummation of the Business Combination. Pursuant to the PIPE Subscription Agreements, ListCo agreed to file with the U.S. Securities and Exchange Commission (the SEC)
(at ListCos sole cost and expense), within 30 calendar days after the date of Closing, a registration statement registering the resale of the PIPE Shares, and to use its commercially reasonable efforts to have the registration statement
declared effective as soon as practicable after the filing thereof. New PIPE Subscription Agreements In connection with the PIPE Assignment, on December 17, 2021, the Company and ListCo entered into subscription agreements (the New
PIPE Subscription Agreements) with the New PIPE Investors, which include certain affiliates and employees of Sponsor. Pursuant to the New PIPE Subscription Agreements, the New PIPE Investors have agreed to collectively subscribe for
approximately 14.3 million ListCo Class A ADSs (the New PIPE Shares) for an average price of approximately $9.54 per ListCo Class A ADS, reflecting an aggregate investment amount of approximately
$136.0 million. March PIPE Subscription Agreements In connection with the March PIPE Assignment (as defined below), on March 24, 2022, the Company and ListCo entered into subscription
agreements (including, as applicable, amended and restated PIPE Subscription Agreements, the March PIPE Subscription Agreements) with the March PIPE Investors, which include certain affiliates and employees of Sponsor. Pursuant to the
March PIPE Subscription Agreements, the March PIPE Investors have agreed to subscribe for approximately 2.8 million ListCo Class A ADSs (the March PIPE Shares) for an average price of approximately $9.57 per ListCo Class A
ADS, reflecting an aggregate investment amount of approximately $27.2 million. The March PIPE Subscription Agreements are substantially similar to the PIPE Subscription Agreements. Sponsor Subscription Agreement Concurrently with the execution and delivery of the Business Combination Agreement, the Company and ListCo entered into a subscription
agreement (the Sponsor Subscription Agreement) with Gores Guggenheim Sponsor LLC (the Sponsor). Pursuant to the Sponsor Subscription Agreement, the Sponsor agreed to subscribe for an
additional 9.08 million ListCo Class A ADSs for a purchase price of $9.09 per share on the date of Closing, for an aggregate investment of $82,500,000 (the Sponsor Investment Amount). The Sponsor
Subscription Agreement is substantially similar to the PIPE Subscription Agreement, except that the Sponsor has the right to syndicate its commitment to acquire the ListCo Class A ADSs to be purchased under the Sponsor Subscription Agreement in
advance of the closing of the Business Combination.  9




---

Amendment of Sponsor Subscription Agreement On December 17, 2021, (i) the Sponsor assigned a portion of its commitment to purchase ListCo Class A ADSs, in an aggregate
investment amount equaling approximately $63.0 million (the Sponsor Assignment), to certain investors and (ii) the Company, ListCo and Sponsor amended the Sponsor Subscription Agreement to reflect the Sponsor Assignment.
As a result, pursuant to the Sponsor Subscription Agreement, as amended, Sponsor has agreed to subscribe for approximately 2.15 million ListCo Class A ADSs for a purchase price of $9.09 per ListCo Class A ADS on the date of
Closing, for an aggregate investment of approximately $19.5 million. The Sponsor Subscription Agreement, as amended, is substantially similar to the PIPE Subscription Agreements (as defined below), except with regards to purchase price and that
the Sponsor has the right to assign its commitment to purchase the ListCo Class A ADSs under the Sponsor Subscription Agreement in advance of the closing of the Business Combination. On March 24, 2022, (i) Sponsor assigned a portion of its commitment to purchase ListCo Class A ADSs, in an aggregate investment
amount equaling approximately $11.4 million (the March Sponsor Assignment), to certain investors and (ii) the Company, ListCo and Sponsor amended the Sponsor Subscription Agreement to reflect the March Sponsor Assignment. As a
result, pursuant to the Sponsor Subscription Agreement, as amended, Sponsor has agreed to subscribe for approximately 891,000 ListCo Class A ADSs for a purchase price of $9.09 per ListCo Class A ADS on the date of Closing, for an aggregate
investment of approximately $8.1 million. The Sponsor Subscription Agreement, as amended, is substantially similar to the PIPE Subscription Agreements (as defined below), except with regards to purchase price and that the Sponsor has the right
to assign its commitment to purchase the ListCo Class A ADSs under the Sponsor Subscription Agreement in advance of the Closing. Volvo Cars
Subscription Agreement Concurrently with the execution and delivery of the Business Combination Agreement, the Company and ListCo
entered into a subscription agreement (the Volvo Cars Subscription Agreement, and, together with the PIPE Subscription Agreements and the Sponsor Subscription Agreement, the Subscription Agreements)
with Snita Holding B.V., a corporation organized under the laws of Netherlands (Snita) and a wholly owned indirect subsidiary of Volvo Car AB (publ) (Volvo Cars). Pursuant to the Volvo Cars
Subscription Agreement, Snita agreed to subscribe for an additional 10 million ListCo Class A ADSs for a purchase price of $10.00 per share on the date of Closing. The Volvo Cars Subscription Agreement is
substantially similar to the PIPE Subscription Agreements, except with regards to purchase price. Snita may, in accordance with the terms of the Volvo Cars Subscription Agreement, syndicate its commitment to acquire
the ListCo Class A ADSs to be purchased under the Volvo Cars Subscription Agreement in advance of the closing of the Business Combination. Amendment of Volvo Cars Subscription Agreement On December 17, 2021 (i) Snita assigned a portion of its commitment to purchase ListCo Class A ADSs, in an aggregate investment
amount equaling approximately $73.0 million (the Volvo Assignment, and together with the Sponsor Assignment, the PIPE Assignment) to purchase the ListCo Class A ADSs to certain investors (the investors who were
assigned commitments pursuant to the PIPE Assignment, collectively, the New PIPE Investors) and (ii) the Company, ListCo and Snita amended the Volvo Car Subscription Agreement to reflect the Volvo Assignment. As a result, pursuant
to the Volvo Cars Subscription Agreement, as amended, Snita agreed to subscribe for approximately 2.70 million ListCo Class A ADSs for a purchase price of $10.00 per ListCo Class A ADS on the date of Closing, for an aggregate
investment of approximately $27.0 million. Pursuant to the Volvo Cars Subscription Agreement, Snita had the right to assign its commitment to purchase the ListCo Class A ADSs under the Volvo Cars Subscription Agreement in advance of the
Closing.  10




---

On March 24, 2022 (i) Snita assigned to certain investors a portion of its commitment
to purchase ListCo Class A ADSs, in an aggregate investment amount equaling approximately $15.8 million (the March Volvo Assignment, and together with the March Sponsor Assignment, the March PIPE Assignment) (the
investors who collectively were assigned commitments in the March PIPE Assignment, the March PIPE Investors) and (ii) the Company, ListCo and Snita amended the Volvo Car Subscription Agreement to reflect the March Volvo Assignment.
As a result, pursuant to the Volvo Cars Subscription Agreement, as amended, Snita has agreed to subscribe for approximately 1.1 million ListCo Class A ADSs for a purchase price of $10.00 per ListCo Class A ADS on the date of Closing
for an aggregate investment of approximately $11.2 million. The Volvo Cars Subscription Agreement, as amended, is substantially similar to the PIPE Subscription Agreements, except with regards to purchase price and that Snita may, in accordance
with the terms of the Volvo Cars Subscription Agreement, assign its commitment to purchase the ListCo Class A ADSs under the Volvo Cars Subscription Agreement in advance of the Closing. Volvo Cars Preference Subscription Agreement Concurrently with the execution and delivery of the Business Combination Agreement, ListCo entered into a subscription agreement (the
Volvo Cars Preference Subscription Agreement) with Snita (the Volvo Cars Preference Subscriber). Pursuant to the Volvo Cars Preference Subscription Agreement, the Volvo Cars Preference Subscriber agreed to
subscribe for mandatory convertible preference shares of ListCo (the ListCo Preference Shares) for an aggregate subscription price of $10.00 per share, for an aggregate investment amount equal to approximately
$498,000,000 (the Volvo Cars PIPE Investment Amount). On March 24, 2022, ListCo and Snita entered into an amendment to the Volvo Cars Preference Subscription Agreement to increase the aggregate Volvo Cars Preference
Investment Amount to $588,826,100. The proceeds of such subscription will be used to satisfy certain accounts payable that are or will be due and payable by certain subsidiaries of Parent to Volvo Cars. As of the date hereof, it is currently
anticipated that all of the ListCo Preference Shares will convert into ListCo Class A Shares at Closing, in accordance with, and subject to, the terms of the ListCo Preference Shares. Parent Lock-Up Agreement Concurrently with the execution and delivery of the Business Combination Agreement, Parent, ListCo and the other Parent shareholders party
thereto (the Parent Shareholders), have entered into that Parent Lock-Up Agreement (the
ParentLock-UpAgreement). Pursuant to the Parent Lock-Up Agreement, each Parent Shareholder has,
subject to certain exceptions, among other things, agreed to not transfer any equity security of ListCo issued to them pursuant to the Business Combination Agreement or other transaction documents contemplated by the Business Combination Agreement
during the period commencing the date of Closing and ending 180 days following the date of the Closing, in each case subject to the terms and conditions set forth therein. Sponsor and Supporting Sponsor Stockholders Lock-Up Agreement Concurrently with the execution and delivery of the Business Combination Agreement, Sponsor, the Company, Parent, ListCo and certain of the
Companys directors, executive officers and affiliates (such individuals, the Supporting Sponsor Stockholders) have entered into a Sponsor and Supporting Sponsor
Stockholders Lock-Up Agreement (the Sponsor and Supporting Sponsor StockholdersLock-UpAgreement). Pursuant to the Sponsor and Supporting Stockholders Lock-Up Agreement, the Sponsor and
each Supporting Sponsor Stockholders has, among other things, agreed to (i) support and vote in favor of all proposals included in the Registration Statement/Proxy Statement; (ii) waive all adjustments to the conversion ratio set forth in
the Companys amended and restated certificate of incorporation with respect to the GG Class F Shares; (iii) be bound by certain transfer restrictions with respect to their GG Shares, Public Warrants and Private Placement Warrants;
and (iv) not to transfer any ListCo Class A ADSs issued pursuant to the Business Combination Agreement during the period beginning the date of Closing and ending 180 days following the date of the Closing, in each
case subject to the terms and conditions set forth therein. In addition, the Sponsor has agreed to the forfeiture of up to 1,501,651 GG Class F Shares.  11




---

Amendment to the Sponsor and Supporting Stockholders Lock-Up
Agreement On December 17, 2021, the parties to the Sponsor and Supporting Sponsor Stockholders
Lock-Up Agreement entered into Amendment No. 1 to the Sponsor and Supporting Sponsor Stockholders Lock-Up Agreement (the
Lock-Up Agreement Amendment No. 1). The Lock-Up Agreement Amendment No. 1 provides for amendments to the Sponsor and Supporting Sponsor
Stockholders Lock-Up Agreement to increase the amount of the Companys Class F Common Stock (Company Class F Common Stock) that will be cancelled by the Company in connection with
the Closing from 1,501,651 shares of Company Class F Common Stock to 1,533,873 shares of Company Class F Common Stock. On March 24, 2022, the parties to the Sponsor and Supporting Sponsor Stockholders Lock-Up
Agreement entered into Amendment No. 2 to the Sponsor and Supporting Sponsor Stockholders Lock-Up Agreement (Lock-Up Agreement Amendment No. 2). Lock-Up Agreement Amendment No. 2 provides for amendments to the Sponsor and Supporting Sponsor Stockholders Lock-Up Agreement to increase the amount of Company
Class F Common Stock (Company Class F Common Stock) that will be cancelled by the Company in connection with the Closing from 1,533,873 shares of Company Class F Common Stock to 1,540,835 shares of Company Class F
Common Stock. Registration Rights Agreement Concurrently with the execution and delivery of the Business Combination Agreement, ListCo, Parent, the Parent Shareholders, Sponsor and the
independent directors of the Company (such persons, together with Sponsor and the Parent Holders, the Holders), have entered into a registration rights agreement (the Registration Rights Agreement) which
provides customary demand and piggyback registration rights. Pursuant to the Registration Rights Agreement, ListCo agreed that, as soon as practicable, and in any event within 30 days after the Closing, ListCo will file with the SEC a
shelf registration statement. In addition, ListCo will use its reasonable best efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the 60th day (or the 90th day if the
registration statement is reviewed by, and received comments from, the SEC) following the filing deadline, in each case subject to the terms and conditions set forth therein. Amendment to the Registration Rights Agreement On December 17, 2021, the parties to the Registration Rights Agreement entered into Amendment No. 1 to the Registration Rights
Agreement (the Registration Rights Agreement Amendment No.1), to provide for certain administrative changes to reflect the BCA Amendment and the New PIPE Subscription Agreements. On March 24, 2022, the parties to the Registration Rights Agreement entered into Amendment No. 2 to the Registration Rights
Agreement (the Registration Rights Agreement Amendment No.2), to provide for certain administrative changes to reflect BCA Amendment No. 2 and the March PIPE Subscription Agreements. Warrant Assumption Agreement In the
event that the Requisite GG Warrantholder Approval is not obtained prior to the Effective Time, the Company, ListCo and Computershare Trust Company, N.A. (the Warrant Agent) will enter into a Warrant Assignment, Assumption and
Amendment Agreement (the Warrant Assumption Agreement) prior to the Closing. The Warrant Assumption Agreement will amend the Warrant Agreement, dated March 22, 2021, by and among the Company and the Warrant Agent (the
Warrant Agreement) to provide that at the Effective Time, each Public Warrant and Private Placement Warrant will be assumed by ListCo and be converted into the right to receive a ListCo AD Warrant, subject to the terms and
conditions set forth therein. In addition, under the Warrant Assumption Agreement, the Company will assign to ListCo all of its rights, interests, and obligations in and under the Warrant Agreement as of the effective time of the Merger, subject to
the terms and conditions set forth therein.  12




---

Financing Upon close of the Public Offering and the sale of the Private Placement Warrants, an aggregate of $800,000,000 was placed in a Trust Account
with Computershare (the Trust Account) acting as Trustee. The Company intends to finance a Business Combination with the net
proceeds from its $800,000,000 Public Offering and its sale of $18,000,000 of Private Placement Warrants. Trust Account Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five
(185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 (the Investment Company Act), as amended, that invest only
in direct U.S. government obligations. As of March 31, 2022, the Trust Account consisted of money market funds. The Companys
amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto, subject to an annual limit of $900,000 (a Regulatory
Withdrawal) for a maximum 24 months and/or additional amounts necessary to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; or
(ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Companys amended and restated certificate of incorporation to modify the substance or timing of the
Companys obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination by March 25, 2023; or (iii) the redemption of 100% of the public shares of common stock if the Company
is unable to complete a Business Combination by March 25, 2023, subject to the requirements of law and stock exchange rules. Business Combination The Companys management has broad discretion with respect to the specific application of the net proceeds of the Public
Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, Target Business
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 (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the Company
signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business
Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate
amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable and any Regulatory Withdrawals, or (ii) provide stockholders with the
opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two
business days prior to consummation of the Business Combination, including interest but less taxes payable and any Regulatory Withdrawals. The decision as to whether the Company will seek stockholder approval of the Business Combination or will
allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise
require the Company to seek stockholder approval, unless a vote is required by law or under Nasdaq rules. Currently, the Company will not redeem its public shares of Class A Common Stock in an amount that would cause its net tangible assets to
be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of Class A Common Stock and the related Business Combination, and instead may search for an alternate Business Combination. For
business and other reasons, the Company has elected to provide its stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote to approve the Proposed Business Combination rather than a tender offer.  13




---

As a result of the foregoing redemption provisions, the public shares of common stock are
recorded at redemption amount 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). The Company will have until March 25, 2023 to complete its Business Combination. If the
Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter,
redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest income, but less taxes payable (less up to $100,000 of such net interest income to pay dissolution expenses) and (iii) as
promptly as possible following such redemption, dissolve and liquidate the balance of the Companys net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Companys officers and
directors have entered into a letter agreement with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the Sponsor or any of the
Companys officers, directors or affiliates acquire public shares of common stock, they will be entitled to a pro rata share of the Trust Account in the event the Company does not complete a Business Combination within the required time period. 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 less than the initial public offering price per unit in the Public Offering. Emerging Growth Company 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 Securities Exchange Act of 1934, as amended
(the Exchange Act)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised
and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.  2.
Significant Accounting Policies Basis of Presentation The accompanying
condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the accounting and disclosure rules and regulations of the
Securities and Exchange Commission (SEC), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of
March 31, 2022 and the results of operations and cash flows for the periods presented. Operating results for the three months ended March 31, 2022, are not necessarily indicative of results that may be expected for the full year or any
other period. The accompanying unaudited, condensed financial statements should be read in conjunction with the Companys audited financial statements included in the Companys Annual Report on Form
10-K filed with the SEC on March 4, 2022. Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class F Common Stock (the Founder
Shares). Earnings and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Private and Public warrants to purchase 25,000,000 shares of Common Stock at
$11.50 per share were issued on March 25, 2021. At March 31, 2022 and December 31, 2021, no warrants have been exercised. The 25,000,000 potential common shares for  14




---

outstanding warrants to purchase the Companys stock were excluded from diluted earnings per share for
the three months ended March 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per
common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock:  For the Three Months EndedMarch 31, 2022


For the Three Months EndedMarch 31, 2021Class A


Class F


Class A


Class FBasic and diluted net income/(loss) per share:Numerator:Allocation of net income/(loss) including accretion of temporary equity

$
12,134,254


$
3,033,563


$
(18,506,117
)

$
(38,003,633
)Denominator:Weighted-average shares outstanding


80,000,000



20,000,000



5,833,333



11,979,167Basic and diluted net income/(loss) per share

$
0.15


$
0.15


$
(3.17
)

$
(3.17
) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution
as well as the Trust Account, which at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of
the Companys assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurements and Disclosures, (ASC 820) approximates the carrying amounts represented in the balance
sheets, except for the derivative warrant liabilities (see Note 7). Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair
value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically
have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the
fair value hierarchy under ASC 820 are as follows: Level IQuoted prices (unadjusted) in active markets for identical investments at
the measurement date are used. Level IIPricing inputs are other than quoted prices included within Level I that are observable for
the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted
prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.  15




---

Level IIIPricing inputs are unobservable and include situations where there is little,
if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level
in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an
investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to
the perceived risk of that investment. Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 3  Public Offering) and Private Placement Warrants (as defined below in Note
4  Related Party Transactions) (collectively, Warrant Securities), and any forward purchase agreements in accordance with ASC 815-40, Derivatives and Hedging  Contracts in
Entitys Own Equity, and concluded that the Warrant Securities and any forward purchase agreements could not be accounted for as components of equity. As the Warrant Securities and any forward purchase agreements meet the definition of a
derivative in accordance with ASC 815, the Warrant Securities and any forward purchase agreements are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (the Close Date) and remeasured at each reporting
date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change. Offering Costs The Company complies with
the requirements of FASB ASC Topic 340-10-S99-1, Other Assets and Deferred Costs  SEC Materials (ASC 340-10-S99) and SEC Staff Accounting Bulletin (SAB) Topic 5A  Expenses of Offering. Offering costs were $44,757,840 (including $44,000,000 in
underwriters fees) consisting principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and are charged to equity upon the completion of the Public Offering. Since the
Company is required to classify the warrants as derivative liabilities, offering costs totaling $832,496 are reflected as an expense in the statements of operations. Redeemable Common Stock As discussed in
Note 3, all of the 80,000,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the redemption and repurchase provisions of the
Companys amended and restated certificate of incorporation. In accordance with SEC and its staffs guidance on redeemable equity instruments, which has been codified in ASC
480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.
Therefore, all Class A Common Stock has been classified outside of permanent equity. The Company recognizes changes in redemption
value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by
charges against additional paid in capital and accumulated deficit. Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Companys 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. One of
the more significant accounting estimates included in these 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.  16




---

Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, Income Taxes. Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2022 and December 31,
2021, all deferred tax assets were offset by a full valuation allowance. For those liabilities or benefits to be recognized, a tax
position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax
expense. No amounts were accrued for the payment of interest and penalties at March 31, 2022 and December 31, 2021. The Company
may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts
in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of
Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
The Company had no cash equivalents as of March 31, 2022 and December 31, 2021 Investments and Cash Held in Trust Account The Companys portfolio of investments held in the Trust Account is comprised of U.S. treasury 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 investments in money market funds that invest in U.S. treasury securities, or a combination thereof. The Companys investments held in the Trust
Account are presented on the Balance Sheet at fair value at the end of each reporting period. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period.
Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust
Account are determined using available market information. At March 31, 2022 and December 31, 2021, the Company had $800,136,676 and $800,056,447, respectively, in the Trust Account which may be utilized for Business Combinations. At
March 31, 2022 and December 31, 2021, the Trust Account consisted of money market funds, which are presented at fair value. Warrant
Liability The Company accounts for warrants for shares of the Companys common stock that are not indexed to its own stock as
liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Companys statements of operations. For issued or modified warrants that meet
all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet
all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are
recognized as a non-cash gain or loss on the statements of operations.  17




---

Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a
material effect on the Companys financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if
a Business Combination is completed where the impact could be material. Going Concern Consideration If the Company does not complete its Business Combination by March 25, 2023, 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 100% of the common stock sold as part of the units in the Public Offering, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to
$100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Companys remaining stockholders
and the Companys Board of Directors, dissolve and liquidate, subject in each case to the Companys obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.  18




---

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 less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by
March 25, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at March 31, 2022 and December 31, 2021, the Company had current liabilities of $89,649,812 and $104,929,383,
respectively, and a working capital deficit of ($88,062,011) and ($103,149,599), respectively, the balances of which are primarily related to warrants we have recorded as liabilities as described in Notes 2 and 3. Other amounts are related to
accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after March 31, 2022 and amounts are continuing to accrue. In order
to finance ongoing costs, the Sponsor or an affiliate of the Sponsor may, but are not obligated to, provide the Company with additional working capital via a Sponsor Loan (see Note 4). Additionally, the warrant liability will not impact the
Companys liquidity until a Business Combination has been consummated, as they do not require cash settlement until such event has occurred. Based on the foregoing, management believes that the Company will have sufficient borrowing capacity from the Sponsor or an affiliate of the
Sponsor, or certain of the Companys officers and directors to meet its working capital needs through the earlier of the consummation of a Business Combination or one year from this filing. 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 liquidity condition and 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 25, 2023. The financial statements do not include any adjustment that might be necessary if the company is unable to continue as a going
concern. Management intends to complete the Business Combination prior to the liquidation date.  3.
Public Offering Public Units On March 25, 2021, the
Company sold 75,000,000 units at a price of $10.00 per unit (the Units), generating gross proceeds of $750,000,000. Subsequently, the underwriters partially exercised their over-allotment option to purchase 5,000,000 newly issued units, and
the closing of the sale of the additional Units pursuant to such exercise occurred on April 22, 2021. The issuance by the Company of 5,000,000 Over-Allotment Option Units at a price of $10.00 per unit resulted in gross proceeds of $50,000,000.
The remainder of the over-allotment option expired on May 9, 2021. Each Unit consists of one share of the Companys Class A Common Stock (the public shares), and one-fifth of one
redeemable common stock purchase warrant (the Warrants). Each whole Warrant entitles the holder to purchase one share of Class A Common Stock. Each Warrant will become exercisable on the later of 30 days after the completion of the
Companys Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Companys Business Combination or earlier upon redemption or liquidation. However, if the Company
does not complete its Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a registration statement under the Securities
Act following the completion of the Business Combination covering the shares of Class A Common Stock issuable upon exercise of the Warrants. The Company has granted the underwriters a 45-day option to
purchase additional Units to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. At the time of the IPO, the underwriters were granted an option to purchase up to an additional 11,250,000
Units to cover overallotments, if any. Subsequently, the underwriters partially exercised their over-allotment option to purchase 5,000,000 newly issued units, and the closing of the sale of the additional Units pursuant to such Over-Allotment
Option Units exercise occurred on April 22, 2021. The issuance by the Company of 5,000,000 Over-Allotment Option Units at a price of $10.00 per unit resulted in gross proceeds of $50,000,000. The remainder of the over-allotment option expired
on May 9, 2021.  19




---

The Company paid an upfront underwriting discount of 2.00% ($15,000,000) of the per Unit
offering price to the underwriters at the closing of the Public Offering, with an additional fee (the Deferred Discount) of 3.50% ($26,250,000) of the gross offering proceeds payable upon the Companys completion of a Business
Combination. As a result of the purchase of the Over-Allotment Option Units by the underwriters on April 22, 2021, the upfront and Deferred Discount increased to $16,000,000 and $28,000,000, respectively. The Deferred Discount will become
payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount. The public warrants issued
as part of the Units are accounted for as liabilities as there are terms and features do not qualify for equity classification in FASB ASC Topic 815-40 Derivatives and Hedging  Contracts in
Entitys Own Equity. The fair value of the public warrants at December 31, 2021 was a liability of $61,440,000. At March 31, 2022, the fair value has decreased to $50,720,000. The change in fair value of $10,720,000 is
reflected as a gain in the statements of operations. All of the 80,000,000 Class A Common Stock sold as part of the Units in the
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 stockholder vote or tender offer in connection with the Business Combination and in
connection with certain amendments to the Companys amended and restated certificate of incorporation. In accordance with SEC and its staffs guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given
that the Class A Common Stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB
ASC Topic 470-20, Debt  Debt with Conversion and Other Options. Our
Class A Common Stock is subject to SEC and its staffs guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable
that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become
redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each
reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of March 31, 2022 and December 31, 2021, the Class A Common Stock
reflected on the balance sheet are reconciled in the following table. The accretion of carrying value to redemption value was fully recognized by June 30, 2021. There has been no additional accretion since:  As of March 31, 2022


As of December 31, 2021Gross proceeds

$
800,000,000


$
800,000,000Less:Proceeds allocated to public warrants


(14,880,000
)


(14,880,000
)Class A shares issuance costs


(43,925,343
)


(43,925,343
)Plus:Accretion of carrying value to redemption value


58,805,343



58,805,343Contingently redeemable Class A Common Stock

$
800,000,000


$
800,000,000  4.
Related Party Transactions Founder Shares On February 10, 2021,
the Sponsor purchased 21,562,500 Founder Shares for $25,000, or approximately $0.001 per share. On March 22, 2021, the Sponsor transferred 25,000 Founder Shares to each of the Companys three independent directors at their original
purchase price. On May 9, 2021, the Sponsor forfeited 1,562,500 Founder Shares following the expiration of the unexercised portion of underwriters over-allotment option, so that the Founder Shares held by the Initial Stockholders would
represent 20.0% of the outstanding shares of common  20




---

stock following completion of the Public Offering. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares will
automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the
Companys amended and restated certificate of incorporation. The sale of the Founders Shares is in the scope of FASB ASC Topic 718,
Compensation-Stock Compensation (ASC 718). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject
to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature
in this circumstance. As of March 31, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at
the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless
subsequently modified) less the amount initially received for the purchase of the Founders Shares. Private Placement Warrants The Sponsor has purchased from the Company an aggregate of 8,500,000 whole warrants at a price of $2.00 per warrant (a purchase price of
approximately $17,000,000) in a private placement that occurred simultaneously with the completion of the Public Offering (the Private Placement Warrants). On April 22, 2021, substantially concurrently with the sale of the
Over-allotment Option Units, the Company completed a private placement with the Sponsor for an additional 500,000 warrants at a price of $2.00 per warrant (the Additional Private Placement Warrants), generating gross proceeds of
$1,000,000. Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public
Offering to be held in the Trust Account pending completion of the Business Combination.  21




---

The Private Placement Warrants have terms and provisions that are identical to those of the
Warrants being sold as part of the Units in the Public Offering, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by our Sponsor or its permitted
transferees. If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the
liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Consistent with the public warrants, the private warrants are accounted for as liabilities under ASC Topic
814-40, due to their terms. Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants issued upon the conversion of working capital loans, if any, hold
registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders
named therein on March 25, 2021. These holders will be entitled to certain demand and piggyback registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan Prior to the completion of
the Public Offering, the Sponsor loaned the Company an aggregate of $300,000 by the issuance of an unsecured promissory note (the Note) issued by the Company in favor of the Sponsor to cover organization expenses and expenses related to
the Public Offering. The Note was non-interest bearing and payable on the earlier of February 28, 2022 or the completion of the Public Offering. The Note was repaid upon completion of the Public Offering.
This facility is no longer available. On April 20, 2021, the Sponsor made available to the Company a loan of up to $4,000,000
pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note will be used for on-going operational expenses and certain other expenses in connection with the Business
Combination. The note is unsecured, non-interest bearing and matures on the earlier of: (i) March 11, 2023 or (ii) the date on which the Company consummates the Business Combination. As of
March 31, 2022, the net amount advanced by Sponsor to the Company was $2,500,000. Administrative Services Agreement The Company entered into an administrative services agreement pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 per
month for office space, utilities and secretarial support. Services commenced on March 23, 2021 (the date the securities were first listed on the Nasdaq Capital Market) and will terminate upon the earlier of the consummation by the Company of a
Business Combination or the liquidation of the Company. For the three months ended March 31, 2022 and March 31, 2021, the
Company incurred and paid the affiliate $60,000 and $5,486, respectively.  5.
Deferred Underwriting Compensation The Company is committed to pay a deferred underwriting discount totaling $28,000,000 or 3.50% of the gross offering proceeds of the Public
Offering, to the underwriters upon the Companys consummation of a Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no
Business Combination.  22




---

6.
Income Taxes Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to
year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The Companys effective tax rates differ
from the federal statutory rate primarily due to the fair value on instruments treated as debt for U.S. GAAP and equity for tax purposes, which is not deductible for income tax purposes, for 2022. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment
including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets
generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes. The Company has evaluated tax positions taken or expected to be taken in the course of preparing the financial statements to determine if the
tax positions are more likely than not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more likely than not threshold would be recorded as a tax benefit or expense in the current year.
The Company has concluded that there was no impact related to uncertain tax positions on the results of its operations for the period ended March 31, 2022. As of March 31, 2022, the Company has no accrued interest or penalties related to
uncertain tax positions. 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s conclusions regarding tax positions will be
subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations, and interpretations thereof.  23




---

7.
Fair Value Measurement The Company complies with ASC 820 for its financial assets and liabilities that are re-measured and
reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820
determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. Warrants The Company has determined that
warrants issued in connection with its initial public offering in March 2021 are subject to treatment as a liability. The Company utilized a Monte Carlo simulation methodology to value the warrants for periods prior to public warrant trading and
observable transactions for subsequent periods, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 1 and Level 2 inputs. The key assumptions in
the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date and March 31, 2021 was derived from
observable public warrant pricing on comparable blank-check companies that recently went public. At March 31, 2022, there were observable transactions in the Companys public warrants. The risk-free interest rate is based
on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five year term subsequently. The dividend rate is based on the
historical rate, which the Company anticipates to remain at zero. At March 31, 2022, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $3.17 at March 31, 2022. The
fair value of the Private Placement Warrants was deemed to be equal to the fair value of the Public Warrants because the Private Placement Warrants have similar terms and are subject to substantially the same redemption features as the Public
Warrants. The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public and Private Warrants as
of March 31, 2022, is classified as Level 1 and Level 2, respectively, due to the use of both observable inputs in an active market as well as quoted prices in active markets for similar assets and liabilities. As of March 31, 2022, the aggregate values of the Private Placement Warrants and Public Warrants were approximately $28.5 million
and approximately $50.7 million, respectively, based on the closing price of GGPIW on that date of $3.17. As of December 31,
2021, the aggregate values of the Private Placement Warrants and Public Warrants were approximately $34.6 million and approximately $61.4 million, respectively, based on the closing price of GGPIW on that date of $3.84. The following table presents information about the Companys assets and liabilities that are measured at fair value on a recurring basis
as of March 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active
markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable
data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability:  Description

March 31,2022


Quoted Prices inActive Markets(Level 1)


SignificantOtherObservableInputs(Level 2)


SignificantOtherUnobservableInputs(Level 3)Investments Held in Trust Account

$
800,136,676


$
800,136,676


$



$
Derivative warrant liabilities:Public warrants

$
(50,720,000
)

$
(50,720,000
)

$



$
Private placement warrants

$
(28,530,000
)

$



$
(28,530,000
)

$
  24




---

Description

December 31,2021


Quoted Prices inActive Markets(Level 1)


SignificantOtherObservableInputs(Level 2)


SignificantOtherUnobservableInputs(Level 3)Investments Held in Trust Account

$
800,056,447


$
800,056,447


$



$
Derivative warrant liabilities:Public warrants

$
(61,440,000
)

$
(61,440,000
)

$



$
Private placement warrants

$
(34,560,000
)

$



$
(34,560,000
)

$
 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no
transfers to/from Level 1, 2, and 3 in the periods ended March 31, 2022 and 2021.  8.
Stockholders Deficit Common Stock The Company is authorized to
issue 400,000,000 shares of Class A Common Stock, par value $0.0001 per share, and 40,000,000 shares of Class F Common Stock, par value $0.0001 per share. Holders of the Companys common stock are entitled to one vote for each share
of common stock. At March 31, 2022, and December 31, 2021 there were 80,000,000 shares of Class A Common Stock (all classified as temporary equity) and 20,000,000 shares of Class F Common Stock issued and outstanding. Preferred Stock The Company is
authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At March 31, 2022 and
December 31, 2021, there were no shares of preferred stock issued or outstanding.  9.
Risk and Uncertainties 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 the Companys financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date
of these financial statements. Additionally, various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other
uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes,
hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market
volatility could adversely affect the Companys ability to complete a business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia.
Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Companys ability to complete a business combination and the value of the
Companys securities. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  25




---

10.
Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited, interim,
condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited, interim, condensed financial statements.  26