Exhibit 15.1 QUEENS GAMBIT GROWTH CAPITAL INDEX TO FINANCIAL STATEMENTS  Page No.Report of Independent Registered Public Accounting Firm


F-2Financial Statements:Balance Sheet as of December 31, 2021 and 2020


F-4Statement of Operations for the Year Ended December 31, 2021 and for the period from
December 9, 2020 (inception) through December 31, 2020


F-5Statement of Changes in Shareholders Equity for the Year Ended December 31, 2021 and
for the period from December 9, 2020 (inception) through December 31, 2020


F-6Statement of Cash Flows for the Year Ended December 31, 2021 and for the period from
December 9, 2020 (inception) through December 31, 2020


F-7Notes to Financial Statements


F-8  F-1




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Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Queens
Gambit Growth Capital Opinion on the Financial Statements We have audited the accompanying balance sheet of Queens Gambit Growth Capital (the Company), as of December 31, 2021 and 2020, the
related statement of operations, changes in shareholders equity and cash flows for the year ended December 31, 2021 and the period from December 9, 2020 (inception) through December 31, 2020 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 2020, and the results of its operations
and its cash flows for the year ended December 31, 2021 and the period from December 9, 2020 (inception) through December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Restatement of Previously Issued Financial Statements As
described in Note 2 to the financial statements, the Companys previously issued January 22, 2021 financial statement has been restated herein to correct certain misstatements. Going Concern The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by
January 22, 2023 then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Companys ability to
continue as a going concern. Managements plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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  F-2




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We have served as the Companys auditor since 2020. New York, New York March 30, 2022 PCAOB ID Number 100  F-3




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QUEENS GAMBIT GROWTH CAPITAL CONSOLIDATED BALANCE SHEETS  December 31,2021


December 31,2020AssetsCurrent assets:Cash

$
674,711


$
Due from related party


25,848



Prepaid expenses


520,270



Total current assets


1,220,829



Deferred offering costs






280,543Investments held in Trust Account


345,092,122



Total Assets

$
346,312,951


$
280,543Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders
Equity (Deficit):Current liabilities:Accounts payable

$
789,005


$
10,000Accrued expenses


7,430,257



189,513Note payable - related party






67,543Total current liabilities


8,219,262



267,056Deferred underwriting commissions


9,996,000



Derivative warrant liabilities


33,813,310



Total liabilities


52,028,572



267,056Commitments and ContingenciesClass A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares
and 0 shares at a $10.00 per share redemption value for December 31, 2021 and 2020, respectively


345,000,000



Shareholders Equity (Deficit)Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as
of December 31, 2021 and December 31, 2020






Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable issued or outstanding






Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares
issued and outstanding as of December 31, 2021, and December 31, 2020


863



863Additional paid-in capital






24,137Accumulated deficit


(50,716,484
)


(11,513
)Total shareholders equity (deficit)


(50,715,621
)


13,487Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and
Shareholders Equity (Deficit)

$
346,312,951


$
280,543 The accompanying notes are an integral part of these financial statements.  F-4




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QUEENS GAMBIT GROWTH CAPITAL CONSOLIDATED STATEMENTS OF OPERATIONS  For the YearEndedDecember 31,2021


For ThePeriod FromDecember 9,2020(Inception)ThroughDecember 31,2020General and administrative expenses

$
9,537,064


$
11,513General and administrative expense - related party


200,000



Loss from operations


(9,737,064
)


(11,513
)Other Income (expenses)Change in fair value of derivative warrant liabilities


(8,856,310
)


Financing costs - derivative warrant liabilities


(488,173
)


Loss on issuance of private placement warrants


(6,052,000
)


Interest Income


136



Income from investments held in the Trust Account


92,122



Net loss


(25,041,289
)


(11,513
)Weighted average shares outstanding, Class A ordinary shares, basic and
diluted


32,515,068



Basic and diluted net loss per ordinary share, Class A

$
(0.61
)

$
Weighted average shares outstanding, Class B ordinary shares, basic and
diluted


8,560,274



7,500,000Basic and diluted net loss per ordinary share, Class B

$
(0.61
)

$
 The accompanying notes are an integral part of these financial statements.  F-5




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QUEENS GAMBIT GROWTH CAPITAL CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (DEFICIT)  For the Year Ended December 31, 2021Ordinary Shares


AdditionalPaid-inCapital


AccumulatedDeficit


TotalShareholdersEquity (Deficit)Class A


Class BShares


Amount


Shares


AmountBalance - December 31, 2020





$




8,625,000


$
863


$
24,137


$
(11,513
)

$
13,487Accretion of Class A ordinary shares subject to possible redemption amount


















(24,137
)


(25,663,682
)


(25,687,819
)Net loss






















(25,041,289
)


(25,041,289
)Balance - December 31, 2021





$




8,625,000


$
863


$



$
(50,716,484
)

$
(50,715,621
) For The Period From December 9, 2020 (Inception) Through December 31, 2020  Ordinary Shares


AdditionalPaid-inCapital


AccumulatedDeficit


TotalShareholdersEquityClass A


Class BShares


Amount


Shares


AmountBalance - December 9, 2020 (inception)





$







$



$



$



$
Issuance of Class B ordinary shares to Sponsor










8,625,000



863



24,137







25,000Net loss






















(11,513
)


(11,513
)Balance - December 31, 2020





$




8,625,000


$
863


$
24,137


$
(11,513
)

$
13,487 The accompanying notes are an integral part of these financial statements.  F-6




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QUEENS GAMBIT GROWTH CAPITAL CONSOLIDATED STATEMENT OF CASH FLOWS  For the YearEndedDecember 31,2021


For ThePeriodFromDecember 9,2020(Inception)ThroughDecember 31,2020Cash Flows from Operating Activities:Net loss

$
(25,041,289
)

$
(11,513
)Adjustments to reconcile net loss to net cash used in operating activities:General and administrative expenses paid by related party under note payable


209



Change in the fair value of derivative liabilities


8,856,310



Loss on issuance of private placement warrants


6,052,000



Due from related party


(25,848
)


Income from investments held in the Trust Account


(92,122
)


Financing cost - derivative warrant liabilities


488,173



Changes in operating assets and liabilities:Prepaid expenses


(520,270
)


Accounts payable


826,005



Accrued expenses


7,311,744



11,513Net cash used in operating activities


(2,145,088
)


Cash Flows from Investing Activities:Cash deposited in Trust Account


(345,000,000
)


Net cash used in investing activities


(345,000,000
)


Cash Flows from Financing Activities:Repayment of note payable to related party


(90,786
)


Proceeds received from initial public offering, gross


345,000,000



Proceeds received from private placement


8,900,000



Offering costs paid


(5,989,415
)


Net cash provided by financing activities


347,819,799



Net change in cash


674,711



Cash - beginning of the period






Cash - end of the period

$
674,711


$
Supplemental disclosure of non-cash investing and
financing activities:Offering costs included in accounts payable

$



$
10,000Offering costs included in accrued expenses

$
70,000


$
178,000Offering costs paid by related party under promissory note

$
23,034


$
67,543Deferred offering costs paid in exchange for issuance of Class B ordinary shares to
Sponsor

$



$
25,000Deferred underwriting commissions

$
9,996,000


$
 The accompanying notes are an integral part of these financial statements.  F-7




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Note 1Description of Organization, Business Operations and Basis of
Presentation Queens Gambit Growth Capital (the Company or SPAC) was incorporated as a Cayman Islands
exempted company on December 9, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the
Business Combination). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from December 9, 2020 (inception)
through December 31, 2020 relates to the Companys formation and the initial public offering (the Initial Public Offering) described below. The Company will not generate any operating revenues until after the completion of its
initial Business Combination, at the earliest. The Company has selected December 31 as its fiscal year end. The Companys
sponsor is Queens Gambit Holdings LLC, a Delaware limited liability company (the Sponsor). The registration statement for the Companys Initial Public Offering was declared effective on January 19, 2021. On
January 22, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the Units and, with respect to the Class A ordinary shares included in the Units being offered, the Public Shares),
including 4,500,000 additional Units to cover over-allotments (the Over-Allotment Units), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $16.2 million, of which
approximately $10.0 million was for deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial
Public Offering, the Company consummated the private placement (Private Placement) of 5,933,333 warrants (each, a Private Placement Warrant and collectively, the Private Placement Warrants), at a price of
$1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.9 million (Note 5). Upon the closing of the
Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (Trust
Account), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States government securities within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, as amended (the Investment Company Act) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under
the Investment Company Act that invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Companys management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business
Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes
payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more
of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of its Public Shares (the Public Shareholders), with the opportunity to redeem all or a
portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the
Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account
(initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions
the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be classified as  F-8




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temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Boards (FASB) Accounting Standards Codification
(ASC) Topic 480 Distinguishing Liabilities from Equity. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary
resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association
(the Amended and Restated Memorandum and Articles of Association), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the SEC) and file tender offer documents with
the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem
shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against
the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares
purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to:
(i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Companys legal
counsel prior to execution. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder,
together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange
Act)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Companys Sponsor, officers and directors (the Initial Shareholders) agreed not to propose an amendment to the Amended
and Restated Memorandum and Articles of Association (i) that would modify the substance or timing of the Companys obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its Public Shares if
the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 22, 2023, (the Combination Period) or (ii) with respect to any other provision relating to
shareholders rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with
any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued
and outstanding Public Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Companys obligations under Cayman Islands law to
provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Initial Shareholders agreed to
waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders or members of the Companys management team acquire
Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination
Period. The underwriters agreed to waive their rights to its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in
such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the  F-9




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redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account
assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or
products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a
third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Companys indemnity of the underwriters of the Initial Public Offering against
certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be
responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service
providers (except for the Companys independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim
of any kind in or to monies held in the Trust Account. Proposed Business Combination On July 28, 2021, SPAC, Swvl Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British
Virgin Islands (Swvl), Pivotal Holdings Corp, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of Swvl (Holdings), Pivotal
Merger Sub Company I, a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Holdings (Cayman Merger Sub), and Pivotal Merger Sub Company II Limited, a British Virgin Islands business company limited by
shares incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of SPAC (BVI Merger Sub), entered into a business combination agreement (the Business Combination Agreement), pursuant to which,
among other things, (a) in accordance with the Cayman Islands Companies Act (As Revised) (the Cayman Companies Act), SPAC will merge with and into Cayman Merger Sub (the SPAC Merger), with Cayman Merger Sub surviving the
SPAC Merger (Cayman Merger Sub, in its capacity as the surviving company of the SPAC Merger, is sometimes referred to herein as, and from and after the SPAC Merger shall mean, the SPAC Surviving Company) and becoming the sole owner of
all of the issued and outstanding shares of $1.00 par value per share of BVI Merger Sub (each, a BVI Merger Sub Common Share), (b) concurrently with the consummation of the SPAC Merger, and subject to the BVI Business Companies Act, 2004
(as amended, the BVI Companies Act), Holdings will redeem each Class A ordinary share, par value $0.0001, of Holdings (each, a Holdings Common Share A) and each Class B ordinary share, par value $0.0001, of Holdings
(each, a Holdings Common Share B) issued and outstanding immediately prior to the SPAC Merger for par value (the Holdings Redemption), (c) following the SPAC Merger and subject to the Cayman Companies Act and the BVI
Companies Act, the SPAC Surviving Company will distribute all of the issued and outstanding BVI Merger Sub Common Shares to Holdings (the BVI Merger Sub Distribution), (d) following the BVI Merger Sub Distribution, in accordance with the
BVI Companies Act, BVI Merger Sub will merge with and into Swvl (the Swvl Merger, and together with the SPAC Merger, the Mergers), with Swvl surviving the Swvl Merger as a wholly owned subsidiary of Holdings (Swvl, in its
capacity as the surviving company of the Swvl Merger, is sometimes referred to herein as, and from and after the Swvl Merger shall mean, the Surviving Subsidiary Company). The transactions contemplated in the Business Combination
Agreement, together with the other transactions related thereto, are referred to herein as the Proposed Transaction. References herein to SPAC shall refer to Queens Gambit Growth Capital for all periods prior to
completion of the SPAC Merger and to the SPAC Surviving Company for all periods after completion of the SPAC Merger.  F-10




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At the effective time of the SPAC Merger (the SPAC Merger Effective Time)  a)
by virtue of the SPAC Merger and without any action on the part of SPAC, Cayman Merger Sub, BVI Merger Sub, the
Company, Holdings or the holders of any of the following securities:  i.
each ordinary share of Cayman Merger Sub, par value $1.00 per share, issued and outstanding immediately prior
to the SPAC Merger Effective Time will be automatically converted into one share of the SPAC Surviving Company, which will constitute the only outstanding shares of the SPAC Surviving Company;  ii.
each Class A ordinary share of SPAC issued and outstanding immediately prior to the SPAC Merger Effective
Time will be automatically cancelled, extinguished and converted into the right to receive one Holdings Common Share A; and  iii.
each Class B ordinary share of SPAC, will be automatically cancelled, extinguished and converted into the
right to receive one Holdings Common Share B;  b)
each fraction of or whole warrant to purchase SPAC Class A Ordinary Shares (each, a SPAC
Warrant) issued, outstanding and unexercised immediately prior to the SPAC Merger Effective Time will be automatically assumed and converted into a fraction or whole warrant, as the case may be, to acquire (in the case of a whole warrant) one
Holdings Common Share A, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former warrants of SPAC (each such resulting warrant, a Holdings Warrant); and  c)
without duplication of the foregoing, each unit of SPAC, comprised of one SPAC Class A Ordinary Share and one-third of one SPAC Warrant, existing and outstanding immediately prior to the SPAC Merger Effective Time will be automatically cancelled, extinguished and converted into one unit of Holdings, comprised of one
Holdings Common Share A and one-third of one Holdings Warrant. In connection
with the Proposed Transaction, we filed our registration statement on Form F-4 (File No. 333-259800), as amended from time to time, with the SEC, by Holdings,
on September 27, 2021 and were declared effective on March 15, 2022. A definitive prospectus/proxy statement on Form DEF 14A (File No. 001-39908) was filed by the Company with the SEC on
March 15, 2022. Business Combination Agreement Amendments On January 31, 2022, the Company, Swvl, Holdings, Cayman Merger Sub and BVI Merger Subentered into the First Amendment to the
Business Combination Agreement (the First Amendment), pursuant to which, subject to terms and conditions therein, the parties thereto amended certain terms therein. Further, on March 3, 2022, the Company, Swvl, Holdings, Cayman
Merger Sub and BVI Merger Sub entered into the Second Amendment to the Business Combination Agreement (the Second Amendment), pursuant to which, subject to the terms and conditions therein, the parties thereto extended the Outside Date
(as defined in the Business Combination Agreement) to May 31, 2022.  F-11




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Forward Purchase Agreement and FPA Termination Agreement On November 15, 2021, the Company and ACM ARRT VII B, LLC, a Delaware limited liability company (Seller), entered into an
agreement (the Forward Purchase Agreement) for an OTC Equity Prepaid Forward Transaction (the Forward Purchase Transaction) with respect to the Companys Class A ordinary shares and the Class A ordinary shares,
par value $0.0001, of Holdings, (Holdings Common Shares A) into which such Class A ordinary shares of the Company were to be converted in the Proposed Transactions. The Forward Purchase Agreement was subsequently terminated pursuant
to that certain Termination Agreement dated and effective as of January 30, 2022 (FPA Termination Agreement), whereby the parties agreed that no further payments or deliveries are due by either party in respect of the Forward
Purchase transaction (whether in cash, shares or otherwise) and agreed to release each other from any and all liabilities arising from, related to or in connection with the Forward Purchase Agreement, including with respect to Sellers
redemption rights. As a result of the termination of the Forward Purchase Agreement and pursuant to that FPA Termination Agreement, the Forward Purchase Agreement is of no further force and effect. Subscription Agreement and Subscription Termination Agreement On November 15, 2021, the Company, Swvl, and Holdings, entered into a subscription agreement (the Subscription Agreement),
with an investor affiliated with the Seller (the Subscriber), pursuant to which the Subscriber agreed to purchase, and Holdings agreed to sell to the Subscriber, an aggregate of 200,000 newly issued Holdings Common Shares A for a
purchase price of $10.00 per share and an aggregate purchase price of $2,000,000, in a private placement. The Subscription Agreement was entered into separately from and independently of the prior subscription agreements entered into by and between
the Company, Swvl, Holdings, and a number of investors on July 28, 2021. On January 30, 2022, the Company, Swvl, Holdings, and the Subscriber entered into an agreement to terminate the Subscription Agreement (the Subscription
Termination Agreement) effective as of such date. As a result of the termination of the Subscription Agreement pursuant to the Subscription Termination Agreement, the Subscription Agreement is of no further force and effect. PIPE Subscription Agreements In
connection with the execution of the Business Combination Agreement, SPAC, Holdings and, in some cases, the Company entered into subscription agreements (collectively, the PIPE Subscription Agreements) with a number of investors
(collectively, the PIPE Investors), pursuant to which the PIPE Investors agreed to purchase, and Holdings agreed to sell to the PIPE Investors, an aggregate of up to 10 million newly issued Holdings Common Shares A for a
purchase price of $10.00 per share (the Acquired Shares) in a private placement (the Private Placement) for an aggregate purchase price of $100 million (the PIPE Subscription Amount). The closing of the sale of the Acquired Shares pursuant to the PIPE Subscription Agreements will take place substantially concurrently
with the Closing and is contingent upon, among other customary closing conditions, the subsequent consummation of the Proposed Transactions. Notwithstanding the foregoing, certain of the PIPE Investors have preliminarily agreed to pre-fund the
Company with up to $35 million of the aggregate PIPE Subscription Amount by purchasing exchangeable notes from the Company prior to the Closing (the Company Exchangeable Notes). Pursuant to the terms of the PIPE Subscription
Agreements entered into with such PIPE Investors, such PIPE Investors, Holdings and the Company are required to cooperate in good faith to negotiate and execute definitive documentation in respect of such Company Exchangeable Notes within ten
business days following the date of the PIPE Subscription Agreements. Upon the issuance of a Company Exchangeable Note to any such PIPE Investor, the PIPE Subscription Amount of such PIPE Investor shall be reduced by the purchase price of such
Company Exchangeable Note. At the Closing, each Company Exchangeable Note will be automatically exchanged into Holdings Common Shares A at an exchange price of $8.50 per share. The issuance of the Company Exchangeable Notes will not be registered
under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The
Proposed Transaction is subject to customary closing conditions and is further described in the Companys Current Report on Form 8-K filed with the SEC on July 28, 2021. The Business Combination
Agreement and the form of PIPE Subscription Agreement are included with the Current Report on Form 8-K filing and the 8-K filed with the SEC on November 15, 2021.  F-12




---

Liquidity and Going Concern As of December 31, 2021, the Company had approximately $675,000 its operating bank account and working capital deficit of approximately
$7.0 million. In connection with the Companys assessment of going concern considerations in accordance with FASB ASC 205-40, Presentation of Financial Statements - Going Concern management has determined that if the Company is unable to complete a Business Combination by January 23, 2023, then the Company will
cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Companys working capital deficit raise 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 the Combination Period. The Company intends to complete a Business Combination before the
mandatory liquidation date. Note 2  Restatement of Previously Reported Financial Statement In preparation of the Companys financial statements for the year ended December 31, 2021, the Company concluded it should restate
its previously issued audited balance sheet as of January 22, 2021 as reported in the Companys Form 8-K for the audited balance sheet as of January 22, 2021
(Post-IPO Balance Sheet) to classify all Class A ordinary shares subject to redemption in temporary equity and to classify its outstanding warrants as liabilities. In accordance with ASC 480-10-S99, redemption provisions not
solely within the control of the Company, require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total
shareholders equity. Although the Company did not specify a maximum redemption threshold, its Amended and Restated Memorandum and Articles of Association currently provides that, the Company will not redeem its public shares in an
amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the
Company restated this interpretation to include temporary equity in net tangible assets. Additionally, the Company reevaluated the
accounting treatment of (i) the 11,500,000 warrants (the Public Warrants) that were included in the units issued by the Company in its Initial Public Offering and (ii) the 5,933,333 Private Placement Warrants that were issued
to the Companys sponsor in a private placement that closed concurrently with the closing of the Initial Public Offering (together with the Public Warrants, the Warrants). The Company previously classified the Warrants in
shareholders equity. In further consideration of the guidance in FASB ASC Topic 815, Derivatives and Hedging (ASC 815), the Company concluded that a provision in the warrant agreement related to certain tender or
exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the balance sheet
and measured at fair value at inception (on the date of the Initial Public Offering) and at each subsequent reporting date, with changes in fair value recognized in income and losses. In accordance with FASB ASC Topic 340, Other Assets and Deferred Costs, as a result of the classification of the Warrants as
derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and
Class A ordinary shares included in the Units. In accordance with SEC Staff Accounting Bulletin No. 99,
Materiality, and SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated the corrections and
has determined that the related impact was material to the previously filed financial statement that contained the error, reported in the Companys Form 8-K for the audited balance sheet as of
January 22, 2021. Therefore, the Company, in consultation with its Audit Committee, concluded that the Post-IPO Balance Sheet should be restated to present all Class A ordinary shares subject to  F-13




---

possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering, and to classify all outstanding
Warrants as liabilities. As such, the Company is reporting the restatements to the Post-IPO Balance Sheet in this annual report. The previously presented Post-IPO
Balance Sheet should no longer be relied upon. The impact of the restatement to the Post-IPO
Balance Sheet is the reclassification of 2,495,700 Class A ordinary shares from permanent equity to Class A ordinary shares subject to possible redemption and reclassification of approximately $25.0 million of Warrants as liabilities
as presented below:  As of January 22, 2021`

As PreviouslyReported


RestatementAdjustment


As RestatedBalance SheetTotal assets

$
348,214,800


$



$
348,214,800Liabilities, Class A ordinary shares subject to redemption and shareholders
equityTotal current liabilities

$
489,478


$



$
489,478Deferred underwriting commissions


9,996,000







9,996,000Derivative warrant liabilities






24,957,000



24,957,000Total liabilities


10,485,478



24,957,000



35,442,478Class A ordinary shares, $0.0001 par value; shares subject to possible redemption


332,729,320



12,270,680



345,000,000Shareholders equityPreferred stock - $0.0001 par value










Class A ordinary shares - $0.0001 par value


123



(123
)


Class B ordinary shares - $0.0001 par value


863







863Additional
paid-in-capital


5,037,397



(5,037,397
)


Accumulated deficit


(38,381
)


(32,190,160
)


(32,228,541
)Total shareholders equity


5,000,002



(37,227,680
)


(32,227,678
)Total liabilities, Class A ordinary shares subject to possible redemption and
shareholders equity

$
348,214,800


$



$
348,214,800Shares of Class A ordinary shares subject to redemption


33,272,932



1,227,068



34,500,000Shares of Class A non-redeemable ordinary
shares


1,227,068



(1,227,068
)


 Note 3Summary of Significant Accounting Policies and Basis of Presentation Basis of Presentation and Principles of Consolidation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United
States of America (U.S. GAAP) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not
limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its
periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or
revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such an election to opt out is irrevocable.  F-14




---

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private
companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Companys financial statements with another public company that is neither an emerging growth company nor
an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of
these consolidated financial statements in conformity with 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 consolidated financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that
existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of
December 31, 2021 and 2020, there were no cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and any cash held in the Trust Account. As of December 31, 2021 and 2020, the Company had not experienced losses on these accounts and management
believes the Company is not exposed to significant risks on such accounts. Investments Held in the 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. When the
Companys investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When 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 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 the Trust Account in the accompanying consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available
market information. Fair Value of Financial Instruments The fair value of the Companys assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, Fair
Value Measurements, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair Value of
Financial Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a
liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:  

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active
markets;  F-15




---



Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly
observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and  

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an
entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The
Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Companys financial instruments, including issued warrants to purchase its Class A ordinary
shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, Derivatives and Hedging (ASC 815). The classification of
derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the
Company recognized the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of the Public Warrants issued in connection
with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model, and subsequently measured by their listed trading price. The initial and subsequent fair value of the Private Placement Warrants was
estimated using a Modified Black-Scholes model. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly.
Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public
Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are
expensed as incurred, presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of Class A
ordinary shares upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.5 million is included in financing cost-derivative warrant liabilities in the consolidated
statements of operations and $15.7 million were charged against the carrying value of Class A ordinary shares. The Company classifies deferred underwriting commissions as non-current liabilities as
their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A
Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible
redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable
Class A ordinary shares  F-16




---

(including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely
within the Companys control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders equity. The Companys Class A ordinary shares feature certain redemption rights
that are considered to be outside of the Companys control and subject to the occurrence of uncertain future events. Accordingly, as of the Initial Public Offering, 34,500,000 Class A ordinary shares subject to possible redemption are
presented as temporary equity, outside of the shareholders equity section of the Companys consolidated balance sheets. The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Effective
with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent
available) and accumulated deficit. Income Taxes FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of
December 31, 2021 and 2020. The Companys management determined that the Cayman Islands is the Companys only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income
tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material
deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with
Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Companys consolidated financial statements. The Companys management does not expect that the total
amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Company has two
classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary share is calculated
by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The calculation of
diluted net income per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 17,433,333 Class A ordinary shares in the calculation
of diluted income per share, because their exercise is contingent upon future events, and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss)
per share for the year ended December 31, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.  F-17




---

The following tables reflects presents a reconciliation of the numerator and denominator
used to compute basic and diluted net income (loss) per share for each class of ordinary shares:  For the Year EndedDecember 31, 2021Class A


Class BNet loss per ordinary share:Numerator:Allocation of net loss

$
(19,822,579
)

$
(5,218,710
)Denominator:Basic and diluted weighted average ordinary shares outstanding


32,515,068



8,560,274Basic and diluted net loss per ordinary share

$
(0.61
)

$
(0.61
)For the Period fromDecember 9, 2020 (inception)Through December 31, 2020Class A


Class BNet loss per ordinary share:Numerator:Allocation of net loss

$



$
(11,513
)Denominator:Basic and diluted weighted average ordinary shares outstanding






7,500,000Basic and diluted net loss per ordinary share

$



$
(0.00
) Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options
(Subtopic 470-20) and Derivatives and Hedging-Contracts in Entitys Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an
Entitys Own Equity(ASU 2020-06), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain
areas. The Company adopted ASU 2020-06 on January 1, 2021. The Company elected the modified retrospective method for transition. Adoption of the ASU did not have a material impact on the Companys
financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet
effective, accounting pronouncements, if currently adopted, would have a material effect on the Companys consolidated financial statements. Note
4Initial Public Offering On January 22, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units,
including 4,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $16.2 million, of which approximately $10.0 million was for deferred underwriting
commissions. Affiliates of Agility Public Warehousing Company K.S.C.P. (Agility), related parties, and Luxor Capital Group, LP (Luxor) purchased 5,940,000 Units offered in the Initial Public Offering (Affiliated
Units). Each Unit consists of one Class A ordinary share, par value $0.0001 per share and
one-third of one redeemable warrant (each, a Public Warrant). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to
adjustment (see Note 7).  F-18




---

Note 5Related Party Transactions Founder Shares On December 9, 2020,
the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering expenses on behalf of the Company in exchange for the issuance of 6,468,750 Class B ordinary shares, par value $0.0001 (the Founder Shares). On
January 13, 2021 and January 19, 2021, the Company effected a share capitalization of 1,437,500 and 718,750 Class B ordinary shares, respectively, resulting in an aggregate of 8,625,000 Class B ordinary shares outstanding. All
shares and associated amounts have been retroactively restated to reflect the share capitalization. Up to 1,125,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters,
so that the Founder Shares would represent 20.0% of the Companys issued and outstanding shares after the Initial Public Offering. On January 22, 2021, the underwriters fully exercised the over-allotment option; thus, these 1,125,000
Founder Shares were no longer subject to forfeiture. The Initial Shareholders agreed, subject to limited exceptions, not to transfer,
assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the
Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if
the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20
trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,933,333 Private
Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.9 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the
proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants
will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until
30 days after the completion of the initial Business Combination. Sponsor Loan On December 9, 2020, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering
pursuant to a promissory note (the Note). This loan was non-interest bearing and due upon the completion of the Initial Public Offering. As of December 31, 2020, there was an outstanding
balance of approximately $68,000. The Company borrowed approximately $91,000 under the Note and repaid the Note in full on January 28, 2021. Subsequent to the repayment, the facility was no longer available to the Company. Working Capital Loans In order to
finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required
(Working Capital Loans). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held
outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.   F-19




---

The Working Capital Loans would either be repaid upon consummation of a Business
Combination, without interest, or, at the lenders discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Placement Warrants at a price of $1.50 per warrant. Except for the foregoing, the terms of such
Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021 and 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date the Companys securities were first listed on the NASDAQ, the Company agreed to pay an affiliate of the Sponsor a
total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Companys liquidation, the Company would cease paying these monthly fees.
On June 21, 2021, the Company entered into an amended letter agreement (the Amended Administrative Support Agreement), by and between the Company and the Sponsor, to confirm the agreement of the Company and the Sponsor that, to the
extent requested by the Company, the Sponsor shall make available to the Company certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company, and, upon the Sponsors request and
provision of documentation evidencing the reasonable amounts incurred to provide such office space or support, the Company shall reimburse the Sponsor for such amounts in cash, provided that such reimbursement shall not exceed $240,000 in the
aggregate. As of December 31, 2021 and 2020, the Company incurred $200,000 and $0 for administrative support, respectively. Due
from Related Party As of December 31, 2021, we had $26,000 due from an affiliate of our Sponsor related to the Companys
payment of invoices for shared vendors. Note 6Commitments & Contingencies Registration and Shareholder Rights The
holders of Founder Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement. These holders were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In
addition, these holders will have certain piggy-back registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in
connection with the filing of any such registration statements. Underwriting Agreement The Company
granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 Over-Allotment Units, if any, at
the Initial Public Offering price less the underwriting discounts and commissions. On January 22, 2021, the underwriters fully exercised its over-allotment option. The underwriters did not receive any underwriting discounts or commissions on the Affiliated Units. With respect to the remaining Units
offered in the Initial Public Offering, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.7 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or
approximately $10.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that
the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks 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.  F-20




---

Note 7Derivative Warrant Liabilities The Company issued 11,500,000 warrants to purchase Class A ordinary shares to investors in the Companys Initial Public Offering and
simultaneously issued 5,933,333 Private Placement Warrants. The Public Warrants will become exercisable at $11.50 per share on the later
of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the
Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from
registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file
with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire
or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business
Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a cashless
basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange
such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a cashless
basis in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it
will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in
the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital-raising purposes in connection
with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of
directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the
Newly Issued Price), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, plus interest thereon, available for the funding of the initial Business Combination on the date of the
consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A ordinary shares during the 10-trading day period starting on
the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the Market Value) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to
be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly
Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.  F-21




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The Private Placement Warrants are identical to the Public Warrants underlying the Units
sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not
be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the
completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its
permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A Ordinary Shares equals or exceeds $18.00 Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except with respect to the Private Placement
Warrants):  

in whole and not in part;  

at a price of $0.01 per warrant;  

upon a minimum of 30 days prior written notice of redemption; and  

if, and only if, the last reported sale price (the closing price) of the Class A ordinary shares
equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to
the warrant holders. Redemption of warrants when the price per share of Class A Ordinary Shares equals or exceeds $10.00 In addition, once the warrants become exercisable, the Company may call the warrants for redemption:  

in whole and not in part;  

at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders
will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the fair market
value of the Class A ordinary shares;  

if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $10.00 per
share (as adjusted) on the trading day before the Company sends the notice of redemption to the warrant holders; and The fair market value of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of
the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature
for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company calls the Public Warrants for
redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis, as described in the warrant agreement. Additionally, in no event will the Company be required to
net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds
with respect to their warrants, nor will they receive any distribution from the Companys assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. Note 8Class A Ordinary Shares Subject to Possible Redemption The Companys Class A ordinary shares feature certain redemption rights that are considered to be outside of the Companys
control and subject to the occurrence of future events. The Company is authorized to issue 350,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Companys Class A ordinary shares are
entitled to one vote for each share. As of December 31, 2021, there were 34,500,000 shares of Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the
consolidated balance sheets.  F-22




---

The Class A ordinary shares subject to possible redemption reflected on the
consolidated balance sheets are reconciled on the following table:  Gross proceeds from Initial Public Offering

$
345,000,000Less:Fair value of Public Warrants at issuance


(10,005,000
)Offering costs allocated to Class A ordinary shares subject to possible redemption


(15,682,819
)Plus:Accretion on Class A ordinary shares subject to possible redemption amount


25,687,819Class A ordinary shares subject to possible redemption

$
345,000,000 Note 9Shareholders Equity Preference SharesThe Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such
designations, voting and other rights and preferences as may be determined from time to time by the Companys board of directors. As of December 31, 2021 and 2020, there were no preference shares issued or outstanding. ClassA Ordinary SharesThe Company is authorized to issue 500,000,000 Class A ordinary shares
with a par value of $0.0001 per share. As of December 31, 2021, there was 34,500,000 Class A ordinary shares issued and outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the
balance sheets (see Note 8). As of December 31, 2020, there were no non-redeemable Class A ordinary shares issued or outstanding. ClassB Ordinary SharesThe Company is authorized to issue 50,000,000 Class B ordinary shares
with a par value of $0.0001 per share. Holders are entitled to one vote for each Class B ordinary share. As of December 31, 2020, 8,625,000 Class B ordinary shares were issued and outstanding, which reflected the share capitalizations
as discussed in Note 5 and Note 10. Of the 8,625,000 Class B ordinary shares issued and outstanding, up to 1,125,000 shares were subject to forfeiture to the Company for no consideration to the extent that the underwriters over-allotment
option was not exercised in full or in part, so that the Initial Shareholders would collectively own approximately 20% of the Companys issued and outstanding ordinary shares after the Initial Public Offering (see Note 5). On January 22,
2021, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 Class B ordinary shares were no longer subject to forfeiture. As a result, as of December 31, 2021 and 2020, there were 8,625,000 Class B ordinary
shares issued and outstanding. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote
together as a single class on all matters submitted to a vote of the Companys shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election
of the Companys directors prior to the initial Business Combination. The Class B ordinary shares will automatically convert
into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary
shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the
total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or
deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any
Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the
Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one
basis.  F-23




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Note 10Fair Value Measurements 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 that the Company utilized to determine such fair value:  Description

Quoted Pricesin ActiveMarkets(Level 1)


SignificantOtherObservableInputs(Level 2)


SignificantOtherUnobservableInputs(Level 3)Assets:Investments held in Trust Account - Mutual Funds

$
345,092,122


$



$
Liabilities:Derivative warrant liabilities - Public Warrants

$
7,362,560


$



$
Derivative warrant liabilities - Private Warrants

$



$



$
26,450,750 There were no assets and liabilities measured at fair value on a recurring basis as of December 31, 2020. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public
Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as the Public Warrants were separately listed and traded in March 2021. There were no other transfers to/from Levels 1, 2, and 3 during the year ended
December 31, 2021. Level 1 assets include investments in mutual funds that invest in government securities. The Company uses
inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering were initially measured at fair value using a Monte Carlo
simulation model and subsequently, the fair value of the Public Warrants have been measured based on the listed market price of such warrants, a Level 1 measurement. The fair value of the Private Warrants was initially and subsequently
estimated using a Modified Black-Scholes Model. For the year ended December 31, 2021, the Company recognized a net loss of $8.9 million, resulting from the change in the fair value of the derivative warrant liabilities, presented as change
in fair value of derivative warrant liabilities on the accompanying consolidated statements of operations. The estimated fair value of
the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, was determined using Level 3 inputs and inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could
be materially different. Inherent in a Monte Carlo simulation model and Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility
of its ordinary share warrants based on implied volatility from the Companys traded warrants and from historical volatility of select peer companys ordinary shares that matches the expected remaining life of the warrants. The risk-free
interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be
equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:  `

As ofJanuary 22,2021

As ofDecember 31,2021Volatility

15%, 34%

55.6%Stock price

$9.71

$9.90Years to expected Business Combination

6.5

0.53Risk-free rate

0.69%

1.27%Dividend yield

0.0%

0.0%  F-24




---

The change in the fair value of derivative warrant liabilities, measured with Level 3
inputs, for the year ended December 31, 2021 is summarized as follows:  Level 3 -Derivative Warrant liabilities at January 1, 2021

$
Issuance of Public and Private Warrants


24,957,000Transfer of Public Warrants out of Level 3 to Level 1


(10,005,000
)Change in fair value of derivative warrant liabilities - Level 3


11,498,750Derivative Warrant liabilities at December 31, 2021 - Level 3


26,450,750 Note 11Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements
were issued. Based upon this review, other than disclosed in Note 1 with respect to the Proposed Transaction and related agreement, the Company did not identify any other the Company did not identify any other subsequent events that would have
required adjustment or disclosure in the financial statements which have not previously been disclosed within the financial statements.  F-25