Exhibit 15.1 INDEX TO FINANCIAL STATEMENTS  Financial Statements

PageReports of Independent Registered Public Accounting Firms


2Balance Sheets as of December 31, 2020 and December 31, 2021


4Statements of Operations For the Period from December 21, 2020 (inception) through
December 31, 2020 and for the year ended December 31, 2021


5Statements of Changes In Stockholders Deficit for the Period from December 21, 2020
(inception) through December 31, 2020 and for the year ended December 31, 2021


6Statements of Cash Flows For the Period from December 21, 2020 (inception) through
December 31, 2020 and for the year ended December 31, 2021


7Notes to Financial Statements


8




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Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Gores
Guggenheim, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheet of Gores Guggenheim, Inc. (the Company) as of December 31, 2021, the related statements of
operations, changes in stockholders equity and cash flows for the year ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the for the year ended December 31, 2021, in conformity with accounting principles
generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial
statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in
accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the
purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Companys
auditor since 2021. New York, New York February 24,
2022 PCAOB ID #100  2




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Report of Independent Registered Public Accounting Firm To the Stockholder and Board of Directors Gores Guggenheim,
Inc.: Opinion on the Financial Statements We have audited the accompanying balance sheet of Gores Guggenheim, Inc. (the Company) as of December 31, 2020, the related statements of
operations, changes in stockholders equity, and cash flows for the period from December 21, 2020 (inception) through December 31, 2020 and the related notes (collectively, the financial statements). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the period from December 21, 2020 (inception) through
December 31, 2020, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted
our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or
fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of
the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ KPMG LLP We have served as the Companys auditor since 2021. Denver, Colorado February 19, 2021  3




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GORES GUGGENHEIM, INC. BALANCE SHEETS  December 31, 2021


December 31, 2020CURRENT ASSETS:Cash and cash equivalents

$
302,504


$
Prepaid assets


1,477,280



Total current assets


1,779,784



Investments held in Trust Account


800,056,447



Total assets

$
801,836,231


$
LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accrued expenses, formation and offering costs

$
6,729,383


$
1,332State franchise tax accrual


200,000



450Public warrants derivative liability


61,440,000



Private warrants derivative liability


34,560,000



Notes and advances payable - related party


2,000,000



Total current liabilities


104,929,383



1,782Deferred underwriting compensation


28,000,000



Total liabilities

$
132,929,383


$
1,782Commitments and contingenciesClass A subject to possible redemption, 80,000,000 and -0- shares at December 31, 2021 and December 31, 2020, respectively (at redemption value of $10 per share)


800,000,000



Stockholders deficit:Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding at
December 31, 2021 and December 31, 2020, 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 -0- shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively


2,000



Additional
paid-in-capital






Accumulated deficit


(131,095,152
)


(1,782
)Total stockholders deficit


(131,093,152
)


(1,782
)Total liabilities and stockholders deficit

$
801,836,231


$
 See accompanying notes to financial statements.  4




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GORES GUGGENHEIM, INC. STATEMENTS OF OPERATIONS  Year EndedDecember 31, 2021


For the period fromDecember 21, 2020(inception) throughDecember 31, 2020Revenues

$



$
Professional fees and other expenses


(8,214,978
)


(1,332
)State franchise taxes, other than income tax


(200,000
)


(450
)Loss from change in fair value of warrant liability


(72,750,000
)


Allocated expense for warrant issuance cost


(832,496
)


Net loss from operations


(81,997,474
)


(1,782
)Other income - interest income


56,447



Net loss before income taxes

$
(81,941,027
)

$
(1,782
)Provision for income tax






Net loss attributable to common shares

$
(81,941,027
)

$
(1,782
)Net loss per common share:Class A Common Stock - basic and diluted

$
(1.73
)

$
Class F Common Stock - basic and diluted

$
(1.73
)

$
 See accompanying notes to financial statements.  5




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GORES GUGGENHEIM, INC. STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT  For the Period from December 21, 2020 (inception) through December 31, 2020Class A CommonStock


Class F Common Stock


Additional


Accumulated


StockholdersShares


Amount


Shares


Amount


Paid-In Capital


Deficit


DeficitBalance at December 21, 2020 (inception)





$







$



$



$



$
Net loss






















(1,782
)


(1,782
)Balance at December 31, 2020





$







$



$



$
(1,782
)

$
(1,782
)Year Ended December 31, 2021Class A CommonStock


Class F Common Stock


Additional


Accumulated


StockholdersShares


Amount


Shares


Amount


Paid-In Capital


Deficit


DeficitBalance 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







25,000Forfeited Class F Common Stock by Sponsor










(1,562,500
)


(156
)


156







Excess of fair value paid by founders for warrants


















9,630,000







9,630,000Subsequent measurement of Class A Common Stock subject to redemption against additional paid-in capital


















(9,653,000
)






(9,653,000
)Subsequent measurement of Class A Common Stock subject to redemption against accumulated
deficit






















(49,152,343
)


(49,152,343
)Net loss






















(81,941,027
)


(81,941,027
)Balance at December 31, 2021





$




20,000,000


$
2,000


$



$
(131,095,152
)

$
(131,093,152
) See accompanying notes to financial statements.  6




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GORES GUGGENHEIM, INC. STATEMENTS OF CASH FLOWS  Year EndedDecember31, 2021


For theperiodfromDecember21, 2020(inception)throughDecember31, 2020Cash flows from operating activities:Net loss

$
(81,941,027
)

$
(1,782
)Adjustments to reconcile net income to net cash used in operating activities:Issuance costs related to warrant liability


832,496



Changes in fair value warrants derivative liability


72,750,000



Changes in operating assets and liabilities:Changes in state franchise tax accrual


199,550



450Changes in prepaid assets


(1,477,280
)


Changes in accrued expenses, formation and offering costs


6,728,051



1,332Net cash used in operating activities


(2,908,210
)


Cash flows from investing activities:Cash deposited in Trust Account


(800,000,000
)


Interest reinvested in the Trust Account


(56,447
)


Net cash used in investing activities


(800,056,447
)


Cash flows from financing activities:Proceeds from sale of Units in initial public offering


800,000,000



Proceeds from sale of Private Placement Warrants to Sponsor


18,000,000



Proceeds from sale of Class F Common Stock to Sponsor


25,000



Proceeds from notes and advances payable  related party


2,300,000



Repayment of notes and advances payable  related party


(300,000
)


Payment of underwriters discounts and commissions


(16,000,000
)


Payment of accrued offering costs


(757,839
)


Net cash provided by financing activities


803,267,161



Increase in cash


302,504



Cash at beginning of period






Cash at end of period

$
302,504


$
Supplemental disclosure of non-cash financing
activities:Deferred underwriting compensation

$
28,000,000


$
Supplemental disclosure of income and franchise taxes paid:Cash paid for income and state franchise taxes

$
450


$
 See accompanying notes to financial statements.  7




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GORES GUGGENHEIM, INC. NOTES TO 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 neither engaged in any operations
nor generated any 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. At
December 31, 2021, the Company had not commenced any operations. All activity for the period from December 21, 2020 (inception) through December 31, 2021 relates to the Companys formation and initial public offering
(Public Offering) described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company completed the Public Offering on March 25, 2021 (the IPO Closing
Date). 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 will generate
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 (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).   8




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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. 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/ProxyStatement), 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.  9




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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. Termination 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 May 27, 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.  10




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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. The New PIPE Subscription Agreements are substantially similar to the PIPE Subscription Agreements. The aggregate
amount of the PIPE investment and number of ListCo Class A ADSs to be purchased pursuant thereto remains unchanged. 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. 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.  11




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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 Preference 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 has 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. 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 of the Business Combination. 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
$500,000,000 (the Volvo Cars PIPE Investment Amount). 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.  12




---

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). The Lock-Up Agreement Amendment 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. The foregoing description
of the Lock-Up Agreement Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lock-Up Agreement Amendment, a
copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference. 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), to provide for certain administrative changes to reflect the BCA Amendment and the New PIPE Subscription Agreements. The foregoing description of the Registration Rights Agreement
Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement Amendment, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference. 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. 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.  13




---

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 that invest only in direct U.S. government obligations. As of December 31,
2021, 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 (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. The Business Combination must be with one or more target businesses that together have an
aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest income 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 income but less taxes payable, 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 the consummation of the Business Combination, including interest income but less taxes payable. 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. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the
Business Combination. Currently, the Company will not redeem its public shares of 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 common stock and the related Business Combination, and instead may search for an alternate Business Combination. As a
result of the foregoing redemption provisions, the public shares of common stock will be 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) in subsequent periods. 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.   14




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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 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
December 31, 2021 and December 31, 2020 and the results of operations and cash flows for the periods presented. Net 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. 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 December 31, 2021, no warrants have been exercised. The 25,000,000 potential common shares for outstanding warrants to purchase the Companys stock were excluded from diluted earnings per share
for the three months and year ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as basic net 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 loss per share for each class of common stock:  For the Year Ended December 31,2021


For the period fromDecember 21, 2020(inception) throughDecember 31, 2020Class A


Class F


Class A


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

$
(106,532,707
)

$
(34,213,663
)

$



$
(1,782
)Denominator:Weighted-average shares outstanding


61,424,658



19,726,923







21,562,500Basic and diluted net loss per share

$
(1.73
)

$
(1.73
)

$



$
(0.00
)  15




---

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, approximates the carrying amounts represented in the balance sheet. 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. 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 the all 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 forward purchase agreements could not be accounted for as components of equity. As the Warrant Securities and forward purchase agreements meet the definition of
a derivative in accordance with ASC 815, the Warrant Securities and 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.  16




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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 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 stockholders temporary 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 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. 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 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. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 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.  17




---

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 December 31, 2021 and December 31, 2020. 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. Cash Equivalents Held in Trust Account The Companys portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. The Companys
investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. 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 December 31, 2021, the Company had $800,056,447 in the Trust Account which may be utilized for Business Combinations. At December 31, 2021, the
Trust Account consisted of money market funds. 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 classifications, 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. 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  18




---

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. 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 December 31, 2021 and
December 31, 2020, the Company had current liabilities of $104,929,383 and $1,782 and working capital of ($103,149,599) and ($1,782), 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
December 31, 2021 and amounts are continuing to accrue. 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. 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. 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.  19




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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 OwnEquity. The fair value of the
public warrants at March 23, 2021 was a liability of $13,950,000. At December 31, 2021, the fair value has increased to $61,440,000. After consideration of the warrant value included in the Over-Allotment Option Units, the change in fair
value of $46,560,000 is reflected as an expense 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 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 December 31, 2021Gross proceeds

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


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


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


58,805,343Contingently redeemable Class A Common Stock

$
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 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 December 31, 2021, the Company determined that a Business Combination is not considered  20




---

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. 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 conversion of working capital loans, if any, have
registration rights (in the case of the Founder Shares, only after conversion of such shares to common shares) 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 also have certain demand and piggy back 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. 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 December 31, 2021, the net amount advanced by Sponsor to the Company was $2,000,000. 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 a 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.  21




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For the period commencing March 25, 2021 through December 31, 2021 the Company has
accrued and paid the affiliate $185,806. 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. 6. Income Taxes Effective
Tax Rate Reconciliation A reconciliation of the statutory federal income tax expense to the income tax expense from continuing
operations provided at December 31, 2021 as follows:  Year EndedDecember 31, 2021Income tax expense/(benefit) at the federal statutory rate

$
(17,207,616
)Capitalized Transaction Expenses


1,336,614Warrant Liability


15,452,324State income taxes - net of federal income tax benefits


(73,692
)Change in valuation allowance


492,370Total income tax expense (benefit)

$
 Current/Deferred Taxes  Year EndedDecember 31, 2021Current income tax expense/(benefit)Federal

$
State


Total current income tax expense/(benefit)

$
Deferred income tax expense/(benefit)Federal

$
State


Total deferred income tax expense/(benefit)

$
Provision for income taxes

$
 Deferred Tax Assets and Liabilities Significant components of the Companys deferred tax assets and liabilities as of December 31, 2021:  December 31, 2021Deferred tax assetsAccrued Expenses

$
162,153Net operating losses


332,129Total deferred tax assets


494,282Valuation allowance


(492,808
)Net deferred tax assets


1,474Deferred tax liabilitiesPrepaids


(513
)Accrued Income


(961
)Total deferred tax liabilities


(1,474
)Net Deferred Tax Asset (Liability)

$
  22




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7. Fair Value Measurement The Company complies with FASB ASC 820, Fair Value Measurements, 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 was derived
from observable public warrant pricing on comparable blank-check companies that recently went public in 2020 and 2021. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value
of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in Month 2021. The estimated fair value of the Private Warrants was
transferred from a Level 3 measurement to a Level 2 fair value measurement as of Month 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having
substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. No assets or liabilities are measured at fair value as of
December 31, 2020. At December 31, 2021, there were observable transactions in the Companys public warrants. At December 31, 2021, the Public Warrants had adequate trading volume to provide a reliable indication of value.
The Public Warrants were valued at $3.84 at December 31, 2021. 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 December 31, 2021, 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 December 31, 2021, the aggregate values of the Private Placement Warrants
and Public Warrants were $34.6 million and $61.4 million, respectively, based on the closing price of GGPIW on that date of $3.84.  23




---

As of March 23, 2021, the aggregate values of the Private Placement Warrants and Public
Warrants were $8.4 million and $14.9 million, respectively, based on the closing price of GGPIU on that date of $10.00. The
following table presents information about the Companys assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 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:  Significant


SignificantOther


OtherQuoted Prices in


Observable


UnobservableActive Markets


Inputs


InputsDescription

December 31,2021


(Level 1)


(Level 2)


(Level 3)Cash, Cash Equivalents and Other 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
)


 8. Stockholders Deficit Common Stock The Company is authorized to
issue 440,000,000 shares of common stock, consisting of 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 and vote together as a single class. At December 31, 2021 and December 31, 2020, there were 80,000,000 and
-0- shares of Class A Common Stock and 20,000,000 and -0- shares of Class F
Common Stock issued and outstanding, respectively. 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 December 31, 2021 and December 31, 2020, 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. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty.  24




---

10. Subsequent Events On February 18, 2022, the Sponsor extended the maturity date of promissory note issued by the Company to the Sponsor. The note remains
unsecured, non-interest bearing and matures on the earlier of: (i) March 11, 2023 or (ii) the date on which the Company consummates a Business Combination. There are no other items which require
adjustment or disclosure other than those set forth in the preceding notes to the financial statements.  25