UNITED
STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-K



xANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended
December 31, 2021



OR



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period
from ____________ to____________



Commission file number 001-41113



GAMES & ESPORTS EXPERIENCE ACQUISITION
CORP.

(Exact Name of Registrant
as Specified in Its Charter)



|Cayman Islands                                                       |  | 98-1592885                        
|-------------------------------------------------------------------- |  | ----------------------------------
|State or Other Jurisdiction of
    Incorporation or Organization     |  | I.R.S. Employer Identification No.
|                                                                     |  |                                   
|7381 La Tijera Blvd.
    P.O. Box 452118
    Los Angeles, California |  | 90045                             
|Address of Principal Executive Offices                               |  | Zip Code                          



Registrant’s telephone number, including
area code: (213) 266-7674



Securities registered pursuant to Section 12(b) of
the Act:



|Title of each class                                                                                               |  | Trading Symbol(s) |  | Name of Each Exchange on Which Registered
|----------------------------------------------------------------------------------------------------------------- |  | ----------------- |  | -----------------------------------------
|Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant   |  | GEEXU             |  | The Nasdaq Global Market                 
|Class A Ordinary Shares                                                                                           |  | GEEX              |  | The Nasdaq Global Market                 
|Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |  | GEEXW             |  | The Nasdaq Global Market                 



Securities registered pursuant to Section 12(g) of
the Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ̈No x



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ̈No x



Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x No  ̈



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes x No  ̈



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of
 “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer ̈ | Accelerated filer ̈        
|------------------------ | --------------------------
|Non-accelerated filerx   | Smaller reporting companyx
|                         | Emerging
growth companyx  



If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.  ̈



Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ̈



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No  ̈



The registrant’s units, each consisting of one Class A ordinary
share and one-half of one redeemable warrant, began trading on the Nasdaq Global Market on December 2, 2021. Prior to that date, the registrant’s
equity securities were not traded on any national securities exchange or over-the-counter market. The registrant’s Class A ordinary
shares and whole warrants began trading separately on the Nasdaq Global Market on January 24, 2022.



As of March 25, 2022, there were 20,000,000 Class A ordinary shares
and 5,000,000 Class B ordinary shares of the registrant issued and outstanding.


















TABLE OF CONTENTS



|PART I   |                                                                                                               | 1 
|-------- | ------------------------------------------------------------------------------------------------------------- | --
|Item 1.  | Business.                                                                                                     | 1 
|Item 1A. | Risk Factors.                                                                                                 | 24
|Item 1B. | Unresolved Staff Comments.                                                                                    | 26
|Item 2.  | Properties.                                                                                                   | 26
|Item 3.  | Legal Proceedings.                                                                                            | 27
|Item 4.  | Mine Safety Disclosures.                                                                                      | 27
|PART II  |                                                                                                               | 28
|Item 5.  | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 28
|Item 6.  | [Reserved]                                                                                                    | 30
|Item 7.  | Management’s Discussion and Analysis of Financial Condition and Results of Operations.                        | 30
|Item 8.  | Financial Statements and Supplementary Data.                                                                  | 35
|Item 9.  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.                         | 35
|Item 9A. | Controls and Procedures.                                                                                      | 36
|Item 9B. | Other Information.                                                                                            | 36
|Item 9C. | Disclosure Regarding Foreign  Jurisdictions that Prevent Inspections.                                         | 36
|PART III |                                                                                                               | 37
|Item 10  | Directors, Executive Officer and Corporate Governance.                                                        | 37
|Item 11. | Executive Compensation.                                                                                       | 45
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.               | 46
|Item 13. | Certain Relationships and Related Transactions, and Director Independence.                                    | 48
|Item 14. | Principal Accountant Fees and Services.                                                                       | 50
|PART IV  |                                                                                                               | 51
|Item 15. | Exhibit and Financial Statement Schedules.                                                                    | 51
|Item 16. | Form 10–K Summary.                                                                                            | 53





i







CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



This Annual Report on Form 10-K (this “Report”),
including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” includes “forward-looking statements” for purposes of the federal securities laws. Our forward-looking
statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions
or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future
events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
 “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,”
 “plan,” “possible,” “potential,” “predict,” “project,” “should,”
 “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking.



The forward-looking statements contained in this
Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be
no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a
number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements in this report
may include, for example, statements about:



| | · | our being a company with no operating history and no operating revenues;                                                                                                                                                                     
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | our ability to select an appropriate target business or businesses;                                                                                                                                                                          
| | · | our ability to complete our initial business combination;                                                                                                                                                                                    
| | · | our expectations around the performance of the prospective target business;                                                                                                                                                                  
| | · | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business
combination;                                                                                         
| | · | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business
or in approving our initial business combination;                                                        
| | · | our potential ability to obtain additional financing to complete our initial business combination;                                                                                                                                           
| | · | our pool of prospective target businesses;                                                                                                                                                                                                   
| | · | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic and other events
(such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases);
| | · | the ability of our officers and directors to generate a number of potential business combination opportunities;                                                                                                                              
| | · | our public securities’ potential liquidity and trading;                                                                                                                                                                                      
| | · | the lack of a market for our securities;                                                                                                                                                                                                     
| | · | the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account
balance;                                                                                                   
| | · | the Trust Account not being subject to claims of third parties;                                                                                                                                                                              
| | · | our financial performance;                                                                                                                                                                                                                   
| | · | our ability to complete a merger with Gamers Club (as defined below), and risks related to the business of Gamers Club; or                                                                                                                   
| | · | the other risks and uncertainties discussed under the heading “Risk Factors” and elsewhere in this Report and in our registration
statement on Form S-1 (File No. 333-260852) filed in connection with our initial public offering.          



The foregoing risks and uncertainties may not be
exhaustive. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results
may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws.





ii







FREQUENTLY USED TERMS



Unless otherwise stated in this Report, or the
context otherwise requires, references to:



| | · | “amended and restated memorandum and articles of association” are to our Amended and Restated Memorandum and Articles
of Association;
| | - | -------------------------------------------------------------------------------------------------------------------------------------

| | · | “completion window” are to the period following the completion of our initial public offering at the end of which, if
we have not completed our initial business combination, we will redeem 100% of 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 (net of taxes payable and up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions.
The completion window ends 15 months from the closing of our initial public offering, which may, by resolution of our board of directors
if requested by our Sponsor, be extended up to two times by an additional three months each time for a total of 21 months (the “Paid
Extension Period”). In addition, we are entitled to an automatic three-month extension (the “Automatic Extension Period”)
if we have filed a preliminary proxy statement, registration statement or similar filing for an initial business combination during the
15-month period or Paid Extension Period, to complete an initial business combination, as described in more detail in this Report. Pursuant
to the terms of our amended and restated memorandum and articles of association and the trust agreement, in order to avail ourselves of
the Paid Extension Period to consummate our initial business combination, our Sponsor or its affiliates or designees, upon five days’
advance notice prior to the applicable deadline, must deposit into the Trust Account for each three-month extension $2,000,000 ($0.10
per Class A ordinary share) on or prior to the date of the applicable deadline. Any such payments would be made in the form of a loan
to us by our Sponsor or affiliate or designee of our Sponsor. If we exercise both paid extension options and the automatic extension is
triggered at the end of the Paid Extension Period, the completion window would end 24 months from the closing of the initial public offering;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | “equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for
shares of our Class A ordinary shares issued in connection with our initial business combination, including, but not limited to, a private
placement of equity or debt;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | “founder shares” are to shares of our Class B ordinary shares and the shares of our Class A ordinary shares issued upon
the conversion thereof at the time of our initial business combination as described herein;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | “Gamers Club” are to Gamers Club Holdings, LLC, an investor in our Sponsor and the parent of Gamers Club, LLC, a gaming
technology subscription platform and community hub based in Brazil;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | “initial shareholders” are to holders of our founder shares prior to the initial public offering;
| | - | -------------------------------------------------------------------------------------------------

| | · | “IPO” or our “initial public offering” are to the initial public offering of units of Games & Esports
Experience Acquisition Corp., which was completed on December 7, 2021;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | “management” or our “management team” are to our executive officers and directors, and “directors”
are to our current directors;
| | - | --------------------------------------------------------------------------------------------------------------------------------

| | · | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares, collectively;
| | - | ---------------------------------------------------------------------------------------------------

| | · | “private placement warrants” are to the warrants issued to our Sponsor in a private placement simultaneously with the
closing of the initial public offering and upon conversion of working capital loans or extension funding loans, if any;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | “public shares” are to shares of our Class A ordinary shares sold as part of the units in our initial public offering
(whether they were purchased in such offering or thereafter in the open market);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | “public shareholders” are to the holders of our public shares, including our Sponsor, officers and directors to the extent
our Sponsor, officers or directors purchase public shares, provided that each of their status as a “public shareholder” shall
only exist with respect to such public shares;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | “Sponsor” are to GEEX Sponsor, LLC, a Delaware limited liability company;
| | - | -------------------------------------------------------------------------

| | · | “warrants” are to our redeemable warrants sold as part of the units in our initial public offering (whether they were
purchased in our initial public offering or thereafter in the open market) and to any private placement warrants or warrants issued upon
conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors
(or permitted transferees) following the consummation of our initial business combination; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | “we,” “us,” “our,” “the Company” or “our Company” are to Games & Esports
Experience Acquisition Corp., a Cayman Islands exempted company.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------





iii







PART I



Item 1. Business.



Our Company



Games & Esports Experience Acquisition
Corp. is a blank check company incorporated as a Cayman Islands exempted company on March 22, 2021. The Company was incorporated
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses, which we refer to as our initial business combination.



The Company is sponsored by GEEX Sponsor, LLC (the
 “Sponsor”), an affiliate of Gamers Club, a gaming technology subscription platform and community hub based in Brazil. Concurrently
with our initial business combination, the Company currently intends to merge with Gamers Club. The Company cannot provide any assurance
that such a merger with Gamers Club will occur at all, or, if it does, it cannot provide any assurance as to the timing or terms thereof.
The Company will not, however, complete an initial business combination with only Gamers Club. We intend to pursue business combinations
with interactive media companies operating directly within or adjacent to competitive gaming and esports. We may also consider industries
with similar user characteristics or demographics including, but not limited to, ecommerce, media, content and other intellectual property,
sports & entertainment, and social media, although our efforts in identifying a prospective target business will not be limited
to a particular industry.



Our registration statement for our IPO was declared
effective on December 1, 2021. On December 7, 2021, we consummated our IPO of 20,000,000 units, which included 2,500,000 units
issued pursuant to the partial exercise of the underwriters’ over-allotment option. Each unit consists of one Class A ordinary
share of the Company, par value $0.0001 per share (the “Class A ordinary shares”) and one-half of one redeemable warrant
of the Company (each, a “warrant”), each whole warrant entitling the holder thereof to purchase one Class A ordinary
share for $11.50 per share (subject to adjustment). The units were sold at a price of $10.00 per unit, and the IPO generated gross proceeds
of $200,000,000.



Simultaneously with the closing of the IPO on December 7,
2021, we consummated a private placement (the “Private Placement”) with our Sponsor of an aggregate of 11,250,000 warrants
(the “private placement warrants”) at a price of $1.00 per private placement warrant, generating gross proceeds to the Company
of $11,250,000.



Upon the closing of the IPO and the Private Placement,
a total of $205.0 million of the net proceeds from the IPO and the Private Placement were placed in a U.S.-based trust account (the “Trust
Account”) at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee.
The proceeds held in the Trust Account may only be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or
in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment
Company Act, as determined by the Company, until the earlier of: (i) the consummation of our initial business combination and (ii) the
distribution of the funds in the Trust Account to the Company’s Shareholders, as described below, except that interest earned on
the Trust Account can be released to the Company to pay its tax obligations.



On January 21, 2022, we announced that, commencing
January 24, 2022, holders of the 20,000,000 units sold in our initial public offering may elect to separately trade the Class A
ordinary shares and the public warrants included in the units on the Nasdaq Global Market (“Nasdaq”) under the symbols “GEEX”
and “GEEXW,” respectively. Those units not separated continue to trade on Nasdaq under the symbol “GEEXU.”





1







Our Management Team and Advisors



Our management team and advisors consist of seasoned
executives with wide ranging experience from multiple verticals in the competitive gaming and esports industries and from other relevant
industries, with proven track records of:



| | · | Operating high-growth enterprises across the competitive gaming and esports industries;
| | - | ---------------------------------------------------------------------------------------



| | · | Building out vertically integrated platforms in competitive gaming and esports;
| | - | -------------------------------------------------------------------------------



| | · | Driving immersive best-in-class user experiences through the combination of Follow, Watch, Converse, and Play functionality;
| | - | ----------------------------------------------------------------------------------------------------------------------------



| | · | Pursuing accretive acquisitions to catalyze growth of a larger enterprise;
| | - | --------------------------------------------------------------------------



| | · | Strategizing, executing, and reviewing organic growth plans intended to accelerate company growth;
| | - | --------------------------------------------------------------------------------------------------



| | · | Building qualified, cohesive, and productive management teams;
| | - | --------------------------------------------------------------



| | · | Rationalizing non-core operations to realize value and optimize resource management for the benefit of primary business functions;
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| | · | Sourcing, structuring, financing, acquiring, and divesting businesses; and
| | - | --------------------------------------------------------------------------



| | · | Fostering relationships with sellers, investors, target management teams, and other key industry stakeholders.
| | - | --------------------------------------------------------------------------------------------------------------



The
business executives that comprise our management team and advisors are recognized leaders in the sports & entertainment, competitive
gaming and esports industries and have experience in acquiring and operating prominent companies in these domains. Our management team
is led by Ari Segal, our Chief Executive Officer, Co-Founder and director; and Tomi Kovanen, our Chief Operating Officer, Co-Founder and
director; and additional directors Karen Brodkin, Steven A. Cohen and Margaret Whitman. Our advisors include Stephen Kaplan, Chairman
of Nalpak Capital LLC; Todd Sitrin, most recently Senior Vice President and Group General Manager for Electronic Arts’ (EA) Competitive
Gaming Division; Yuri Uchiyama, Chief Executive Officer and Co-Founder of Gamers Club; and Brandon Snow, Executive Vice President, Managing Director – Commercial for Formula 1, the preeminent international motorsports organization.See Item 10 of this Report for additional information regarding our management team and our advisors.



We plan to capitalize on the ability of our management
team to identify, acquire and operate interactive media businesses directly within or adjacent to competitive gaming and esports, as well
as on the significant experience, reputation and relationships of our management team, directors, and advisors to complete an initial
business combination. In addition, our management team, directors, and advisors, by virtue of their extensive operational and transactional
experience and through long-standing industry relationships, have global access to the operating, venture capital and financial sponsor
communities, providing a key sourcing portal into a pipeline of potential target acquisition opportunities.



Market Opportunity



We intend to pursue business combinations with
interactive media companies operating directly within or adjacent to competitive gaming and esports. We may also consider industries with
similar user characteristics or demographics including, but not limited to, ecommerce, media, content and other intellectual property,
sports & entertainment, and social media, although our efforts in identifying a prospective target business will not be limited
to a particular industry. The competitive gaming and esports market, a large and growing subset of interactive and digital media, has
been growing rapidly over the past several years.





2







Competitive gaming and esports are propelled
by strong secular trends and demographic tailwinds that have further accelerated during the COVID-19 pandemic. In 2020, total gaming
and esports market revenue was approximately $167 billion and is expected to have a compounded annual growth rate
(“CAGR”) of 13% from 2020 to 2024. In 2020, video game revenue grew to approximately $145 billion, a CAGR of
approximately 9% from 2016 to 2020, and is expected to grow to approximately $198 billion in 20241. As viewership and
engagement continue to gain momentum with more comprehensive, interactive experiences, the esports market, a subsector of the
broader video games market, will become increasingly attractive. Today, the esports market represents approximately $1.1 billion in
revenue, and is expected to grow to $1.6 billion by 20242, with distinctive opportunity available to those market
participants able to integrate esports with other socially oriented experiences to drive engagement. As gaming and esports continue
to become more accessible, with the cost of technology decreasing and high-speed internet becoming more widespread globally, we
believe the total addressable market is positioned for several decades of incremental, strong growth. Thus, even as a leading market
share position is attractive at the market’s current size, the gaming and esports market continues to grow. Total audience, as
well as engagement of the full spectrum of casual to more avid gamers as well as competitive gaming and esports fans, have all shown
strong, steady growth trends.



Gaming has more than tipped into the mainstream;
it is a bona fide mainstay. For its core and existing users, share of time, wallet, mindshare and passion continue to increase. Gaming
is neither exclusively active (i.e., games are not merely “played”) nor just passive (i.e., unlike professional traditional
sports or film and television, games are not merely watched) - users engage with games. This engagement, and the diversity
of engagement opportunities, has unleashed a tidal wave of creativity and entrepreneurialism in and around gaming, highlighted by proliferation
in both game development, exemplified by companies such as Roblox, which offers a creative development platform and has attracted seven
million developers across 170 countries as of September 30, 2020; and consumption options, often inclusive of multiple media segments
simultaneously, exemplified by Fortnite Battle Royal in-game experiences featuring live concerts with music artists such as Travis Scott
and Marshmello.



Equally compelling from a market size or market
growth potential standpoint is the emergence of gaming as a utility: gaming is, for instance, now used for educational purposes and increasingly
seen as a tool to enable socialization (in stark contrast to how it was previously viewed as an antisocial and isolating phenomena), as
currency and as the proverbial “water cooler” of the 21st century. The emergence of education technology companies leveraging
gaming as a teaching tool, content source, or means of distribution has increased, as exemplified by Duolingo’s interactive language
learning solution. So-called “gamification” is increasingly pervasive in education, seen as a way to aid in the engagement
of students in the classroom, and aid cognitive development3. Activate Consulting expects most digital activities, including
search, social, shopping and live events, to increasingly take place inside games; indeed, gaming may already be the central hub for people’s
virtual lives and, increasingly, their real lives4. As live and digital content continue to fuse, gaming continues to evolve
towards and converge into traditional media, evidenced by Netflix observation in their 2018 shareholders’ letter: “We compete
with (and lose to) Fortnite more than HBO.” In addition, gaming and esports users tend to have attractive demographic and/or income
characteristics.



However, despite the industry’s attractive
growth profile and user characteristics, few competitive gaming and esports assets have managed to reach the necessary user scale that
would allow for attractive operating margins or the development of robust, durable business models. Because the user experience is fragmented,
causing users to split time among multiple platforms, sites, and services daily, share of user time and wallet are similarly broadly distributed
rather than consolidated. Thus, while in total, monetization per user is strong and growing, monetization per user is often small on a
per platform basis, with few if any platforms delivering sufficient scale and value to monetize effectively. In 2020, monetization per
user for the gaming and esports market was approximately $58. The high fragmentation of revenue in the industry that tracks the user experience
undermines the ability to scale associated expenses - asset and functionality fragmentation leads to replicated costs (e.g.,
central and administrative costs) unrelated to and not commensurate with improved user experience or product distinctiveness and quality.
Collectively, these structural issues create friction and pain points adversely impacting users and lead to higher cost, lower margin,
less sticky businesses.










1
 “Activate Technology & Media Outlook 2021,” Activate Consulting (2020)

2“Viewership Engagement Continues To Skyrocket Across Games And Esports...,” Newzoo (2021)

3
 “5 Benefits Of Gamification,” Smithsonian Science Education Center

4
 “Activate Technology & Media Outlook 2021,” Activate Consulting (2020)





3







We believe the fragmentation of competitive gaming
and esports businesses creates a landscape primed for consolidation. Further, we believe that streamlining user functionality within competitive
gaming and bringing esports fans together on a unified platform that improves the user experience for all participants will significantly
increase the average annual revenue per user in esports, which has grown to approximately $55 in 2018 from approximately
$2 per user in 20146. We believe there is significant, attainable opportunity for increased monetization per user, particularly
when compared to the average annual revenue per user of $15 for the NBA or $60 for the National Football League (the “NFL”)7.
Material cost and revenue synergies may enable a consolidated platform to improve operating margins and benefit from operating leverage,
as costs can either be eliminated entirely or scaled across a broader user base with higher revenue per user characteristics. We believe
that gaming and esports businesses that are early to market with adequate liquidity and access to growth capital via public financing
may be competitively advantaged during this consolidation period.



We believe there is an opportunity for a large,
well-capitalized and diverse company with exposure to and touchpoints throughout competitive gaming and esports to emerge as a clear market
leader by demonstrating growth and an ability to reach a broader audience, generate scale and capitalize on synergies to expand revenue
and profitability. With infrastructure that unifies diversified competitive gaming and esports assets, a scaled platform can become the
foundation for additional business combinations to compete in the ecosystem and to return value to shareholders and industry stakeholders
(including, but not limited to, publishers, gamers, fans, and even the otherwise non-engaged parents of gamers and fans) in the long-term.



Further, for a SPAC in particular, we believe that
interactive media enterprises within competitive gaming and esports represent an attractive and underexploited market opportunity. First,
we believe there is a robust universe of potential target companies, nearly all of which will continue to benefit from the dynamic and
attractive secular growth characteristics that have propelled gaming and esports forward as a leading media vertical over the last several
years, if not decades. Twenty years ago, gaming was a fairly narrow media vertical serving a casual player base primarily comprised of
young adults; today, gaming is larger than the global movie and North American sports industries combined8 and as GenZ reaches
adulthood and GenX and Millennials enter middle age and beyond, the age distribution of participants in gaming and esports becomes more
diverse and attractive. This is in contrast to many traditional sports in which the average age of fans is increasing without any refreshing
of the fan population from younger market entrants. For example, the average age of an NHL fan in 2016 was 49 years old, a one-year increase
in average age from one year prior9. Similar trends can be observed in the NFL and MLB, and it is unclear today what might
reverse that trend in the coming years. By extension, traditional sport participation amongst children is declining, with 37% of children
aged 6 to 12 playing traditional sports in 2017, down from 45% in 200810. At the same time, the fastest growing cohorts in
our industry are teens and children, entering the gaming market with high velocity and energy, with up to 91% of people between the ages
of 2 and 17 playing video games11. Furthermore, while many traditional sports are experiencing net churn and a reduction
in fans across essentially every age cohort, adults are increasingly joining the gaming market. Adults are using gaming as a mechanism
through which to socialize or connect with friends and peers as well as their children, phenomena that we believe were accelerated by
the recent and ongoing COVID pandemic. A 2020 report released by Global Web Index, for instance, finds that gamers between the ages of
55-64 have grown by 32% over the last three years. Thus, while monetization per user in gaming is expected to increase significantly in
the short term, driven in part by players and fans who grew up gaming, have significant discretionary income and make their own purchasing
decisions, that anticipated rate of growth is likely to increase even further over the long term as more people consume multiple forms
of media within gaming while simultaneously engaging in games in their more traditional, competitive and participatory format.










5
 “eSports - The Ecosystem of Professional Competitive Video Gaming and Streaming,” Goldman Sachs (2019)

6
 “The Global Games Market: Trends, Market Data and Opportunities,” Newzoo (2015)

7
 “eSports - The Ecosystem of Professional Competitive Video Gaming and Streaming,” Goldman Sachs (2019)

8
 “Video Games Are A Bigger Industry Than Movies And North American Sports Combined, Thanks To The Pandemic,” Marketwatch (2021)

9
 “Esports Doesn’t Need a Virus to Overtake Real Sports,” Financial Times (2020)

10
 “New Study Shows Youth Sports Are In Big Trouble,” Good (2017)

11 “91% of Kids are Gamers, Research Says,”
CNET (2011)





4







Acquisition Strategy



The secular trends identified in the “Market
Opportunity” section above are accelerating rather than decelerating; thus, our Company, together with our management team’s
knowledge and experience with the broader competitive gaming and esports marketplace can target and acquire a business with strong underlying
user and organic growth characteristics and guide that business towards more robust growth and better operating margins as the market
continues to mature and evolve. Having operated, participated in, and advised businesses in this sector, and having worked with investors
and other operators approaching and accessing competitive gaming from other nodes in the broader interactive media and entertainment markets,
our diligence of target companies will not be limited by the target’s standalone growth characteristics but will also extend to,
for example, how the target’s users and customers, functionality, and current and potential value proposition fit within the environment
of the evolving gaming and media industry. In other words, market knowledge and new perspective, combined with capital and liquidity,
should enable an already strong company to modify or refine its strategic vision to take advantage of the sizable opportunities in the
market today as well as tomorrow.



Our combination of industry experience, know-how,
and relationships will allow us to pursue an acquisition strategy with multiple opportunities for value creation for shareholders:



| | · | Identify a target with strong growth characteristics, including indicia related to active and/or registered users, time spent on platform,
and engagement, exposed to the powerful secular growth trends articulated above;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Leverage our gaming platform operating experience to unlock untapped organic growth potential within that target — either
through expansion to new markets, integration of new and complementary functionality, or by otherwise enhancing the existing value proposition
to both existing users or customers (growing monetization per user or time per user on platform) and potential new users and customers;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Further enhance or accelerate growth through the potential simultaneous merger of Gamers Club, as described further below under “—
Our Acquisition Process and Possible Merger with Gamers Club,” which Immortals Gaming Club (“IGC”) has owned and operated
since December 2018. Gamers Club’s potential inclusion is likely to add immediately complementary functionality, publisher
relationships and a performance track record, as well as geographic presence in South America and Brazil, where the target may or may
not already have an existing presence; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | After the initial business combination, pursuing an ongoing, aggressive M&A strategy to identify various additional targets in
the very fragmented gaming and esports sector, which are likely ill-suited, ill-equipped, or simply too small to be publicly listed and
may be without the scale and functionality to monetize effectively on a standalone basis, but that can offer significant benefits and
value to the day-to-day user experience for our broader user base that seeks deeper and wider engagement.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Every aspect of our acquisition and growth strategy
is characterized by a common underlying theme: relentless focus on improving the user experience. In many ways, gaming is succeeding in
spite of itself: users are bounced from game to game, app to app, device to device, group to group, news source to news source, network
to network, username to username, with no cohesive and curated experience facilitating improved navigation in and around gaming as a form
of media. It is a credit to competitive gaming and esports’s social, cultural and business relevance that the market has grown as
it has despite the user experience being what it is.



We think of optimizing the user experience as an
imperative and guiding objective, both within the initial target itself (and any potential subsequently acquired and integrated assets),
and across, in, and around competitive and engaged gaming and esports generally. We believe that focusing on the users’ day-to-day
consumption and known and unknown, stated and unstated needs and wants, and efficiently packaging and delivering that functionality will
allow us to pursue a diversified growth strategy, characterized by organic growth, functionality-based and geographic expansion, the potential
integration of Gamers Club, and the pursuit of enhancing and accretive targets through strategic M&A.





5







Focus on a comprehensive and seamless user experience
and solution rather than just a linear product to sale transaction will create a flywheel that, with increasing velocity, streamlines
and improves user activity and materially increases time spent by users within the Company’s ecosystem. User experience is therefore
the driver of increased share of wallet and lifetime value of users, as well as network effect-driven non-linear, exponential growth.



Further, consolidating previously dispersed and
fragmented user functionality into a single point of entry enables, for the first time, the creation of a single identity layer for each
user. Frictions that often restrict, limit, or deter deeper engagement or time spent on-platform can be dramatically mitigated through
the creation of a secure, single-entry point. This structure will allow for expansion into various incremental verticals of functionality,
which could improve the platform’s user experience as described above and making the users even stickier, which should lead to a
lower steady-state churn rate.



Fully integrated and at mature scale, key characteristics
of an all-in-one platform include four functionality pillars:



| | · | Follow: read about, or engage with, non-live competitive content related to a game;
| | - | -----------------------------------------------------------------------------------



| | · | Watch: watch live or on-demand content, primarily of a game being played, or game play being discussed;
| | - | -------------------------------------------------------------------------------------------------------



| | · | Converse: actively engage in dialogue about a game, with friends or other users; and
| | - | ------------------------------------------------------------------------------------



| | · | Play: actively participate in game play.
| | - | ----------------------------------------



Each of these pillars represents a critical aspect
of users’ gaming activity, with an attractive universe of potential target companies to acquire. At Gamers Club, IGC started
by primarily delivering “Play” functionality through matchmaking, but established geographic prominence in Brazil by both
diversifying within that core functionality pillar through adding leagues and tournaments to compete in, as well as live stream broadcasts
of the leagues and tournaments and by expanding to other functionality pillars both organically with fantasy sports and educational content
and through M&A with the acquisition of the Draft5 content platform. Through the combination of these tools and experiences, the resulting
customer “solution” that Gamers Club delivers is not some additional code or object; rather, it is a robust community. Gamers
Club’s users do not use Gamers Club or consume Gamers Club; they are part of Gamers Club.



Our experience in having grown and operated Gamers
Club and, in particular, experimented with and deployed each of the functionality pillars both individually and in combination, have helped
to provide us with knowledge and perspective about how a user base grows and responds to delivery of broad capabilities within each of
the functionality pillars. Our belief is that integrating multiple functionality pillars does not result merely in additional users or
customers from each pillar individually (for example, the “Follower” user base (A) is simply added to the “Watch”
user base (B), creating total audience of A+B - redundancies); rather, our belief is that network effects drive more than
just linear growth as functionality pillars are combined together onto a single platform. We believe this is due to several factors, including
but not limited to the user experience, referrals and user promotion, and social activity. Our belief is that additional functionality
encourages users to spend additional time on the platform, as users experiment with added functionality, and/or vary their level or degree
of engagement with different types of functionality.



Further, we believe that experimentation coincides
with users encouraging their friends and colleagues interested in this incremental functionality to join the platform. For example, a
user who is initially only playing (not following) may introduce the platform to a friend interested in Follow functionality (not Play),
but that may migrate or expand engagement to Play as well once they are introduced to that functionality on the platform. We also believe
that both of these hypothetical users (the “Play”—first user and “Follow”—first user) are more likely
than not to end up using both “Play” and “Follow” functionality (in part because of their social relationship),
as well as others, and to further encourage additional friends and contacts in their respective networks to join the platform. Alternatively,
users who already access multiple pillars of functionality from different companies may, if introduced to the platform through any individual
functionality pillar, funnel all of their activity onto the one integrated platform that serves all of their competitive gaming and esports
needs. As a starting point, each pillar individually has positive and negative attributes which can be enhanced or mitigated as appropriate;
however, our belief is that in combination, the complementarity of the pillars together helps to elevate the overall value of the user
experience, with powerful network effects as described.





6







Our willingness to acquire a target whose line
of business is within any single pillar or across a combination of pillars enhances the potential target company universe without limiting
or constraining our long-term strategy.



We intend to build a central entry point through
which competitive gaming and esports users can ultimately access all four key functionality pillars. Our initial business combination
may result in a market leading position within a particular pillar, and/or market relevance across multiple pillars. This initial business
combination, including the potential merger with Gamers Club (which has relevance across the Follow, Watch, Converse, and Play functionality
pillars and a substantial geographic presence in Latin America) will be further augmented by significant investment in organic growth
and expansion by expanding to other pillars and/or geographies, as well as through an M&A strategy focusing on acquisitions that similarly
improve the user experience or operations of the Company, expand the product offering or geographical footprint, and drive enhanced shareholder
value.



We believe that public equity investors will benefit
from the introduction of a scaled competitive gaming and esports platform business into the market given the current lack of suitable
public market opportunities, which has been driven by the industries’ fragmented nature and lack of standalone scale.



Our initial business combination target selection
process will benefit from our management team’s relationships and experience in operating and leading various successful companies
in the competitive gaming and esports sectors, as well as our management team’s recent experience in executing a modified version
of vertical integration within that sector for Gamers Club in Latin America. We expect to leverage the network of contacts and relationships
of our management team, directors and Sponsor, and believe those will be a differentiator in sourcing potential business combination opportunities.



We believe we are uniquely positioned to capitalize
on the expected momentum in the competitive gaming and esports industry due to our management team’s distinguished track record
of successfully integrating and growing acquired businesses throughout their professional tenure, with acute focus on our core target
areas. We believe that the fragmented landscape of competitive gaming and esports companies creates an opportunity for consolidation and
value creation for shareholders as gaming becomes more and more ubiquitous in people’s lives as content, sport, activity, and an
arena for socialization.



We believe that adoption and growth of the industry,
buttressed by a significant and sticky base of monthly active users, will appeal to a broad cohort of investors. Furthermore, we expect
that deployment of our strategy will provide considerable upside through combined go-to-market strategies, a unified brand, centralized
capabilities, revenue diversification, and financial security through scale, as well as cost savings from centralized back-office functions.



Acquisition Criteria



We will primarily seek to acquire an anchor business
where we can leverage our management team’s strategic insight and expertise, experience as operators and acquirers, and its extensive
network of industry leaders, all with an eye to drive shareholder returns. We have identified the following general criteria and guidelines
that we believe are important in evaluating prospective target businesses. We will use the following criteria and guidelines to help evaluate
acquisition opportunities, but may decide to enter into an initial business combination with a target business that does not meet them:



| | · | Market leadership position in one (or more) of the four functionality pillars (Follow, Watch, Converse, and Play);
| | - | ------------------------------------------------------------------------------------------------------------------





7







| | · | Meaningful presence and/or relevance across multiple functionality pillars (Follow, Watch, Converse, and Play);
| | - | ---------------------------------------------------------------------------------------------------------------



| | · | Large, engaged and/or growing user base directly interested in competitive gaming and esports or with a significant overlap with competitive
gaming and esports audience demographics;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Complementary strategy, user base, or functionality set with Gamers Club and/or other potential available future bolt-on acquisitions;
| | - | --------------------------------------------------------------------------------------------------------------------------------------



| | · | Strong potential for both organic and M&A driven growth in number of active users, time spent on platform, revenue, and/or earnings;
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| | · | Ability to accelerate growth by leveraging our management team’s experience and network;
| | - | ----------------------------------------------------------------------------------------



| | · | Need for access to capital to fund aggressive growth plans;
| | - | -----------------------------------------------------------



| | · | Suitability for public listing; and
| | - | -----------------------------------



| | · | Financial profile that can provide attractive risk-adjusted returns for our shareholders.
| | - | -----------------------------------------------------------------------------------------



These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general
guidelines as well as other considerations, factors and criteria that our management team may deem relevant to that opportunity specifically.
Moreover, as indicated in the “- Our Company” section, our analysis in identifying a prospective target business, while guided
by the principles detailed above, will not be limited to a particular industry.



In the event that we decide to enter into our initial
business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business
does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in
this Report, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities
and Exchange Commission (the “SEC”).



Our Acquisition Process and Possible Merger with Gamers Club



In evaluating a prospective target business, we
expect to conduct a thorough due diligence review that may encompass, among other things, meetings with incumbent management and employees,
document reviews and inspection of facilities, as well as a review of financial and other information that will be made available to us.
We will also utilize our operational and capital planning experience.



The time required to select and evaluate a target
business and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target
business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the
funds we can use to complete another business combination.



We are not prohibited from pursuing an initial
business combination or subsequent transaction with a company that is affiliated with our Sponsor, officers or directors. In the event
we seek to complete our initial business combination or, subject to certain exceptions, subsequent material transactions with a company
that is affiliated with our Sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion
from an independent investment banking firm that is a member of FINRA or an independent accounting firm that such initial business combination
or transaction is fair to our Company from a financial point of view. In addition, if we merge with Gamers Club concurrently with or after
the completion of our initial business combination, we will obtain a fairness opinion with respect to such merger. We are not required
to obtain such an opinion in any other context.





8







We currently do not have any specific business
combination under consideration. Our officers and directors have not individually selected a target business. Our management team is continuously
made aware of potential business opportunities, one or more of which we may desire to pursue for our initial business combination.



Concurrently with our initial business combination,
we currently intend to combine with Gamers Club. The resulting combined company would inherit our Nasdaq listing and its shares and warrants
would be publicly traded. We believe the combination of Gamers Club, us and a target business in the competitive gaming, esports, and
adjacent industries, including, but not limited to, ecommerce, media, content and other intellectual property, sports & entertainment,
and social media, under our Company’s umbrella will allow the resulting combined company to leverage Gamers Club’s existing
technology and platform, suite of relevant and synergistic gaming functionality, team of engineers, powerful brand, large community, and
established footprint in an attractive and key geographic market to materially aid long-term value creation opportunities for our investors
and serve as a platform for further growth and geographic diversification.



Gamers Club Holdings, LLC is the parent of Gamers
Club, LLC and is also among the investors in our Sponsor. Gamers Club is a gaming technology subscription platform and community hub based
in Brazil with a substantial presence in Latin America that offers a range of competitive gaming-related functionality, including matchmaking,
tournament and league play, editorial and news content, and other services. Founded in 2016, Gamers Club was acquired by Immortals Gaming
Club in 2018. During IGC’s ownership, Gamers Club has enjoyed strong organic and M&A-driven growth, expanding from one to six
game titles; from one to four countries; and added significant functionality to its original matchmaking capability. Gamers Club is currently
the second largest matchmaking platform globally, and the largest in Latin America.



At the time of Gamers Club’s original sale
to IGC, Yuri Uchiyama, one of four founders of Gamers Club, remained as Gamers Club’s CEO and joined IGC’s leadership team.
Working alongside IGC’s leadership (currently the management of our Company and our Sponsor), Mr. Uchiyama led Gamers Club’s
growth and expansion, and helped negotiate strategic partnerships and other integration opportunities with companies such as Microsoft
and game publishers including Epic Games, for its Fortnite title, Garena, for its Free Fire title, and Riot Games, for League of Legends
and VALORANT; among others, enabling Gamers Club to expand quickly beyond its initial footprint in Valve’s Counter-Strike: Global
Offensive. Gamers Club has emerged as a critical lynchpin in the Latin American competitive gaming and esports marketplace, and has become
a leader in promoting diversity and inclusion in gaming, such as through its annual Gamers Club Masters Femina tournament.



We have not entered into any letter of intent or
definitive agreement with Gamers Club, nor have we agreed to valuation or other key terms and conditions with respect to such a possible
combination transaction. As a result, even though we intend to combine with Gamers Club concurrently with the completion of our initial
business combination, we cannot provide any assurance that such a merger with Gamers Club will occur at all, or, if it does, we cannot
provide any assurance as to the timing or terms thereof. We will not, however, complete an initial business combination with only Gamers
Club. In addition, we may not consummate a combination with Gamers Club if the target business with respect to our initial business combination
is not within the competitive gaming, esports, or adjacent industries. If we pursue a combination with Gamers Club concurrently with our
initial business combination, a committee of our disinterested directors will negotiate the terms and conditions of such merger (including
the valuation of Gamers Club) on our behalf. Based on existing equity interests in Gamers Club held by affiliates of Ms. Whitman
and Mr. Cohen, we would appoint one or more additional independent directors (including Ms. Brodkin) to serve on such committee
of disinterested directors prior to pursuing any initial business combination with Gamers Club. Such committee of disinterested directors
would also obtain an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that
commonly renders valuation opinions that the proposed merger with Gamers Club is fair to our Company and our shareholders from a financial
point of view. Our public shareholders have the same voting and redemption rights with respect to any merger with Gamers Club as are applicable
to our initial business combination and described elsewhere in this Report.





9







Members of our management team, our directors and
our advisors will directly or indirectly own our ordinary shares and/or private placement warrants following the IPO and, accordingly,
may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating
a particular business combination if the retention or resignation of any such officers and directors was included by a target business
as a condition to any agreement with respect to our initial business combination.



Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary and contractual duties to other entities pursuant to which such officer or
director is or will be required to present a business combination opportunity to such entity subject to their fiduciary duties. As a result,
if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she
or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, or contractual
obligations, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity
to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded
from pursuing the same. However, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will
materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association
provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have
any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar
business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity
to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand,
and us, on the other.



In addition, our Sponsor, officers, directors and
any of their respective affiliates may sponsor or form, or, in the case of individuals, serve as a director or officer of, other blank
check companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial
business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial
business combination. Our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly,
have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations
and monitoring the related due diligence. However, we do not believe that any such potential conflicts would materially affect our ability
to complete our initial business combination.



Initial Business Combination



Nasdaq rules require that we must complete
one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account
(excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of our signing
a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine
the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm that
is a member of Financial Industry Regulatory Authority, Inc., or FINRA, or a valuation or appraisal firm with respect to the satisfaction
of such criteria. While we consider it unlikely that our board of directors will not be able to make such independent determination of
fair market value, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there
is a significant amount of uncertainty as to the value of the target’s assets or prospects, including if such company is at an early
stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized
skills and the board of directors determines that outside expertise would be helpful or necessary in conducting such analysis. As any
such opinion, if obtained, would only state that the fair market value meets the 80% of fair market value test, unless such opinion includes
material information regarding the valuation of the target or the consideration to be provided, it is not anticipated that copies of such
opinion would be distributed to our shareholders. However, if required by Schedule 14A of the Securities Exchange Act of 1934, as amended,
or the Exchange Act, any proxy solicitation materials or tender offer documents that we will file with the SEC in connection with our
initial business combination will include such opinion.





10







We anticipate structuring our initial business
combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the outstanding
equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that
the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain
objectives of the target management team or shareholders or for other reasons, but we will only complete such 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 business sufficient for it not to be required to register as an investment company under the Investment Company
Act.



Even if the post-transaction company owns or acquires
50% or more of the outstanding voting securities of the target, our shareholders prior to the business combination may collectively own
a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and
outstanding capital stock of a target and, if applicable, Gamers Club. In this case, we would acquire a 100% controlling interest in the
target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial
business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less
than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction
company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market
value test. If our initial business combination involves more than one target business, the 80% of fair market value test will be based
on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination
for purposes of a tender offer or for seeking shareholder approval, as applicable. If we merge with Gamers Club concurrently with our
initial business combination, we will not include the fair market value of Gamers Club for purposes of satisfying the 80% of fair market
value test.



In addition, we have agreed not to enter into a
definitive agreement regarding an initial business combination without the prior consent of our Sponsor. To the extent we effect our initial
business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may
be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent
in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.



Financial Position



With funds available for our initial business combination
initially in the amount of $205,005,299 assuming no redemptions and after payment of $7,000,000 of deferred underwriting fees we offer
a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and
expansion of its operations or strengthening its balance sheet by reducing its debt ratio.



Because we are able to complete our initial business
combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient
combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we
have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.



Effecting Our Initial Business Combination



General



We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time following the initial public offering. We intend to effectuate our initial
business combination using cash from the proceeds of the initial public offering, the sale of the private placement warrants, our equity,
debt or a combination of these or other sources as the consideration to be paid in our initial business combination.



We may seek to complete our initial business combination
with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to
the numerous risks inherent in such companies and businesses.





11







We have 15 months from the closing of the initial
public offering to complete an initial business combination. However, if we anticipate that we may not be able to consummate our initial
business combination within 15 months from the consummation of the initial public offering, we may, but are not obligated to, by resolution
of the board of directors if requested by our Sponsor, extend the period of time to consummate an initial business combination two times
by an additional three months each time for a total of up to 21 months. In addition, we are entitled to an automatic three-month extension
if we have filed a preliminary proxy statement, registration statement or similar filing for an initial business combination during the
15-month period or Paid Extension Period, to complete an initial business combination. In the case of the Paid Extension Period or Automatic
Extension Period, public shareholders will not be offered the opportunity to vote on or redeem their shares if we choose to make any such
paid extension or in connection with an automatic extension. Pursuant to the terms of our amended and restated memorandum and articles
of association and the trust agreement, in order to avail ourselves of the Paid Extension Period to consummate our initial business combination,
our Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the
Trust Account for each three-month extension $2,000,000 ($0.10 per Class A ordinary share) on or prior to the date of the applicable
deadline. Any such payments would be made in the form of a loan to us by our Sponsor or affiliate or designee of our Sponsor. Any such
time extension funding loans will be non-interest bearing and payable upon the consummation of our initial business combination. If we
complete our initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us.
Up to $4,025,000 of such time extension funding loans may be convertible into private placement warrants of the post business combination
entity at a price of $1.00 per warrant at the option of the lender. If we do not complete an initial business combination, we will not
repay such loans. In the event that we receive notice from our Sponsor or its affiliates five days prior to the applicable deadline of
its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the
applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the
funds had been timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the
time for us to complete our initial business combination. For the avoidance of doubt, no amounts need to be deposited into the Trust Account
for the Automatic Extension Period. Our public shareholders will not be entitled to vote or redeem their shares in connection with any
such paid extension or an automatic extension. As a result, we may conduct such an extension even though a majority of our public shareholders
do not support such an extension and will not be able to redeem their shares in connection therewith.



If our initial business combination is paid for
using equity or debt, or not all of the funds released from the Trust Account are used for payment of the consideration in connection
with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash
released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-business
combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination,
to fund the purchase of other companies or for working capital.



Although our management will assess the risks inherent
in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all
risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing
to control or reduce the chances that those risks will adversely affect a target business.



We may need to obtain additional financing to complete
our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our Trust
Account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination,
in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions
on our ability to issue securities or incur debt in connection with our initial business combination. We are not currently a party to
any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the
incurrence of debt or otherwise.



Sources of Target Businesses



Our process of identifying acquisition targets
will leverage our management team’s unique industry experiences, proven deal sourcing capabilities and broad and deep network of
relationships, including executives and management teams, private equity groups and other institutional investors, large business enterprises,
lenders, investment bankers and other investment market participants, consultants, attorneys and accountants, which we believe should
provide us with a number of business combination opportunities. We expect that the collective experience, capability and network our directors
and officers, combined with their individual and collective reputations in the investment community, will help to create prospective business
combination opportunities.





12







In addition, we anticipate that target business
candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity
groups, investment banking firms, consultants, accounting firms and large business enterprises. Target businesses may be brought to our
attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce
us to target businesses in which they think we may be interested on an unsolicited basis, since some of these sources will have read this
Report and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to
our attention target business candidates of which they become aware through their business contacts as a result of formal or informal
inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of
proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships
of our officers and directors.



While we do not presently anticipate engaging the
services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these
firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined
in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management
determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us
on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder’s
fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account.
In no event, however, will our Sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be
paid any finder’s fee, consulting fee or other compensation by us (other than as outlined below) for services rendered prior to,
or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of
transaction that it is). Our Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any
out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination. In the future,
we, upon consultation with the compensation committee of our board of directors, may decide to compensate our executive officers and other
employees. Any such payments prior to our initial business combination will be made from funds held outside the Trust Account.



We are not prohibited from pursuing an initial
business combination or subsequent transaction with a company that is affiliated with our Sponsor, officers or directors. In the event
we seek to complete our initial business combination or, subject to certain exceptions, subsequent material transactions with a company
that is affiliated with our Sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion
from an independent investment banking firm that is a member of FINRA or an independent accounting firm that such initial business combination
or transaction is fair to our Company from a financial point of view. In addition, if we merge with Gamers Club concurrently with our
initial business combination, we will obtain a fairness opinion with respect to such merger. We are not required to obtain such an opinion
in any other context.



Each of our officers and directors presently has,
and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, and other entities that are
affiliates of our Sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity
to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable
for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.



Evaluation of a Target Business and Structuring of Our Initial
Business Combination



In evaluating a prospective target business, we
expect to conduct a thorough due diligence review that may encompass, among other things, meetings with incumbent management and employees,
document reviews and inspection of facilities, as well as a review of financial, operation, legal and other information that will be made
available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the
business combination transaction.





13







The time required to select and evaluate a target
business and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target
business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the
funds we can use to complete another business combination.



In addition, we have agreed not to enter into a
definitive agreement regarding an initial business combination without the prior consent of our Sponsor.



Lack of Business Diversification



For an indefinite period of time after the completion
of our initial business combination and merger with Gamers Club, the prospects for our success may depend entirely on the future performance
of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or
several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in
a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may subject
us to numerous economic, competitive and regulatory developments.



Further, we would not be able to diversify our
operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources
to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects
for our success may be:



| | · | solely dependent upon the performance of a single business, property or asset; or
| | - | ---------------------------------------------------------------------------------



| | · | dependent upon the development or market acceptance of a single or limited number of products, processes or services.
| | - | ---------------------------------------------------------------------------------------------------------------------



This lack of diversification may subject us to
numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry
in which we may operate subsequent to our initial business combination.



Limited Ability to Evaluate the Target’s Management Team



Although we intend to closely scrutinize the management
of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our
assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the
necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team,
if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our
management team will remain with the combined company will be made at the time of our initial business combination. While it is possible
that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely
that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure
you that members of our management team will have significant experience or knowledge relating to the operations of the particular target
business.



We cannot assure you that any of our key personnel
will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel
will remain with the combined company will be made at the time of our initial business combination.



Following our initial business combination, we
may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will
have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary
to enhance the incumbent management.





14







Shareholders May Not Have the Ability to Approve Our Initial
Business Combination



We may conduct redemptions without a shareholder
vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles
of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement,
or we may decide to seek shareholder approval for business or other reasons.



|Type of Transaction                                                 |  | Whether Shareholder 
Approval is Required
|------------------------------------------------------------------- |  | -----------------------------------------
|Purchase of assets                                                  |  | No                                       
|Purchase of stock of target not involving a merger with the Company |  | No                                       
|Merger of target into a subsidiary of the Company                   |  | No                                       
|Merger of the Company with a target                                 |  | Yes                                      



Under Nasdaq’s listing rules, shareholder
approval would be required for our initial business combination if, for example:



| | · | we issue Class A ordinary shares that will be equal to or in excess of 20% of the number of our Class A ordinary shares
then outstanding (other than in a public offering);
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons
collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and
the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5%
or more; or
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
| | - | --------------------------------------------------------------------------------------------------------



The decision as to whether we will seek shareholder
approval of a proposed business combination in those instances in which shareholder approval is not required by applicable law or stock
exchange listing requirements will be made by us, solely in our discretion, and will be based on business and other reasons, which include
a variety of factors, including, but not limited to:



| | · | the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is
either not enough time to seek shareholder approval or doing so would place the Company at a disadvantage in the transaction or result
in other additional burdens on the Company;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the expected cost of holding a shareholder vote;
| | - | ------------------------------------------------



| | · | the risk that the shareholders would fail to approve the proposed business combination;
| | - | ---------------------------------------------------------------------------------------



| | · | other time and budget constraints of the Company; and
| | - | -----------------------------------------------------



| | · | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



Permitted Purchases and Other Transactions with Respect to Our
Securities



If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our Sponsor, initial shareholders, directors, executive officers, advisors or their affiliates may purchase public shares or public
warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including
with respect to material nonpublic information), our Sponsor, directors, executive officers, advisors or any of their affiliates may enter
into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor
of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions
to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust
Account will be used to purchase public shares or public warrants in such transactions. If they engage in such transactions, they will
be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller
or if such purchases are prohibited by Regulation M under the Exchange Act.





15







In the event that our Sponsor, initial shareholders,
directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have
already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling
shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business
combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under
the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers
determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with
such rules.



The purpose of any such transaction could be to
(i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of
the business combination, (ii) reduce the number of public warrants outstanding or to vote such warrants on any matters submitted
to the warrant holders for approval in connection with our initial business combination or (iii) satisfy a closing condition in an
agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business
combination, where it appears that such requirement would otherwise not be met. Any such transactions with respect to our securities may
result in the completion of our initial business combination that may not otherwise have been possible.



In addition, if such purchases are made, the public
 “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our
securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a
national securities exchange.



Our Sponsor, initial shareholders, officers, directors
and/or their affiliates anticipate that they may identify the shareholders with whom our Sponsor, initial shareholders, officers, directors
or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of
redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of tender offer or proxy
materials in connection with our initial business combination. To the extent that our Sponsor, officers, directors, advisors or their
affiliates enter into a private transaction, they would identify and contact potential selling or redeeming shareholders who have expressed
their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial business combination, whether
or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not
already been voted at the general meeting related to our initial business combination. Our Sponsor, executive officers, directors, advisors
or any of their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and
any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation
M under the Exchange Act and the other federal securities laws.



Our Sponsor, officers, directors and/or their affiliates
will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the
Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange
Act to the extent such purchasers are subject to such reporting requirements.





16







Redemption Rights for Public Shareholders Upon Completion of Our
Initial Business Combination



We
will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion
of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, calculated as of two business days prior to the consummation of the initial business combination, including interest (net of
taxes paid or payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein.
The amount in the Trust Account is initially anticipated to be $10.25 per public share. The per share amount we will distribute to investors
who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption
right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself
in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with
respect to our warrants. Further, subject to the provisions of our amended and restated memorandum and articles of association, we will
not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if our initial business
combination does not close. Our initial shareholders have entered into agreements with us, pursuant to which they have agreed to waive
their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business
combination. The other members of our management team have entered into agreements similar to the one entered into by our Sponsor with
respect to any public shares acquired by them in or afterthe initial public offering.



Limitations on Redemptions



Our amended and restated memorandum and articles
of association provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be
less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). However, the proposed
business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred
to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions
in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required
to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions
pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the
business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders
thereof, and we instead may search for an alternate business combination.



Manner of Conducting Redemptions



We will provide our public shareholders with the
opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either
(i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The
decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by
us, solely in our 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 require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we
were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules).
Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our Company where we
do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated
memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection
with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose
to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain
a listing for our securities on Nasdaq, we will be required to comply with Nasdaq rules.



If we held a shareholder vote to approve our initial
business combination, we will, pursuant to our amended and restated memorandum and articles of association:



| | · | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the
solicitation of proxies, and not pursuant to the tender offer rules; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | file proxy materials with the SEC.
| | - | ----------------------------------





17







In the event that we seek shareholder approval
of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders
with the redemption rights described above upon completion of the initial business combination.



If
we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman
Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company.
In such case, our initial shareholders have agreed to vote their founder shares and any public shares purchased during or afterthe
initial public offering in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder
shares, we would need 7,500,001, or 37.5% (assuming all outstanding shares are voted) of the 20,000,000 public shares sold in the initial public offering to be voted in favor of a transaction, in order to have
such initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they
vote for or against the proposed transaction or vote at all. In addition, our initial shareholders have entered into agreements with us,
pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares and public shares in
connection with the completion of our initial business combination, (ii) to waive their redemption rights with respect to their founder
shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles
of association (a) that would affect the substance or timing of our obligation to provide for the redemption of our public shares
in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial business
combination within the completion window or (b) with respect to any other provision relating to shareholders’ rights or pre-initial
business combination activity.



If we conduct redemptions pursuant to the tender
offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:



| | · | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
| | - | -------------------------------------------------------------------------------------------------------------------------------



| | · | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same
financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of
the Exchange Act, which regulates the solicitation of proxies.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Upon the public announcement of our initial business
combination, we and our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary
shares in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange
Act.



In the event we conduct redemptions pursuant to
the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under
the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.
In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted
to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete
the initial business combination, and we instead may search for an alternate business combination.



Limitation on Redemption Upon Completion of Our Initial Business
Combination If We Seek Shareholder Approval



If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect
to Excess Shares, without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of
shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination
as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other
undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold inthe
initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor
or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability
to redeem no more than 15% of the shares sold in the initial public offering without our prior consent, we believe we will limit the ability
of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly
in connection with our initial business combination with a target that requires as a closing condition that we have a minimum net worth
or a certain amount of cash.





18







However, we would not be restricting our shareholders’
ability to vote all of their shares (including Excess Shares) for or against our initial business combination.



Tendering Share Certificates in Connection With a Tender Offer
or Redemption Rights



In connection with any vote held to approve a proposed
business combination, public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares
in “street name,” will be required to either tender their certificates (if any) to our transfer agent or to deliver their
shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System,
at the holder’s option, in each case no later than two business days prior to the initially scheduled vote on the proposal to approve
the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public
shares in connection with our initial business combination will indicate the applicable delivery requirements, which will include the
requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem
its shares.



Accordingly, a public shareholder would have from
the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the vote
on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its
redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic
delivery of their public shares.



There is a nominal cost associated with the above-referenced
tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically
charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the
redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights
to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such
delivery must be effectuated.



In addition, if we conduct redemptions in connection
with a shareholder vote, a public shareholder seeking redemption of its public shares must also submit a written request for redemption
to our transfer agent at least two business days prior to the vote in which the name of the beneficial owner of such shares is included.



Any request to redeem such shares, once made, may
be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination,
unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election
of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply
request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed
to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business
combination.



If our initial business combination is not approved
or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem
their shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any certificates delivered
by public holders who elected to redeem their shares.



If our initial proposed business combination is
not completed, we may continue to try to complete our initial business combination with a different target until the end of the completion
window.





19







Redemption of Public Shares and Liquidation If No Initial Business
Combination



Our
amended and restated memorandum and articles of association provides that we have only until the end of the completion window to complete
our initial business combination. If we do not complete our initial business combination within the completion window, we will: (i) cease
all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 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 (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable), 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 possiblefollowing such
redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each
case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements
of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless
if we fail to complete our initial business combination within the completion window. Our amended and restated memorandum and articles
of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will
follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than
10 business days thereafter, subject to applicable Cayman Islands law.



Our
initial shareholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions
from the Trust Account with respect to their founder shares if we fail to complete our initial business combination within the completion
window. However, if our initial shareholders or management team acquire public shares in or afterthe initial public offering,
they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our
initial business combination within the allotted completion window.



Our Sponsor, executive officers and directors have
agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association (i) that would affect the substance or timing of our obligation to provide for the redemption of our public shares
in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial business
combination within the completion window or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial
business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (net of taxes paid or payable), divided by the number of then issued and outstanding public shares. However, we may not redeem
our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject
to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number
of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related
redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether
proposed by our Sponsor, any executive officer or director, or any other person.



We expect that all costs and expenses associated with implementing
our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $987,106 from the proceeds
of the initial public offering and the sale of the private placement warrants held outside the Trust Account as of December 31, 2021,
although we cannot assure you that there will be sufficient funds for such purpose. We will depend on sufficient interest being earned
on the proceeds held in the Trust Account to provide us with additional cash to pay any tax obligations that we may owe. However, if those
funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, we may request the trustee
to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.





20







If
we were to expend all of the net proceeds ofthe initial public offering and the sale of the private placement warrants, other
than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share
redemption amount received by shareholders upon our dissolution would be $10.25. The proceeds deposited in the Trust Account could, however,
become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure
you that the actual per-share redemption amount received by shareholders will not be less than $10.25. While we intend to pay such amounts,
if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.



Although
we will seek to have all vendors, service providers (except our independent registered public accounting firm), prospective target businesses
and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or
to any monies held in the Trust Account for the benefit of our public shareholders, there is no guarantee that they will execute such
agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including
but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the
enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds
held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account,
our management will consider whether competitive alternatives are reasonably available to the Company, and will only enter into an agreement
with such third party if management believes that such third party’s engagement would be in the best interests of the Company under
the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement
of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other
consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute
a waiver. The underwriters ofthe initial public offering will not execute an agreement with us waiving such claims to the monies
held in the Trust Account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future
as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account
for any reason. In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and
to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we
have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the
amount of funds in the Trust Account to below the lesser of (i) $10.25 per public share and (ii) the actual amount per public
share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.25 per public share due to reductions
in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective
target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including
liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor
will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our Sponsor to reserve
for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity
obligations and we believe that our Sponsor’s only assets are securities of our Company. Therefore, we cannot assure you that our
Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including,
without limitation, claims by vendors and prospective target businesses.



In the event that the proceeds in the Trust Account
are reduced below the lesser of (i) $10.25 per public share and (ii) the actual amount per public share held in the Trust Account
as of the date of the liquidation of the Trust Account if less than $10.25 per public share due to reductions in the value of the trust
assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that
it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action
against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal
action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors
in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to
claims of creditors the actual value of the per-share redemption price will not be less than $10.25 per public share.





21







We will seek to reduce the possibility that our
Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except
our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit
of our public shareholders. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the initial
public offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to $987,106 from
the proceeds of the initial public offering and the sale of the private placement warrants held outside the Trust Account as of December 31,
2021 with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently
estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve
for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by
creditors, however such liability will not be greater than the amount of funds from our Trust Account received by any such shareholder.



If we file a bankruptcy or winding up petition
or an involuntary bankruptcy or winding up petition is filed against us that is not dismissed, the proceeds held in the Trust Account
could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of
third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot
assure you we will be able to return $10.25 per public share to our public shareholders. Additionally, if we file a bankruptcy or winding
up petition or an involuntary bankruptcy or winding up petition is filed against us that is not dismissed, any distributions received
by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential
transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received
by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may
have acted in bad faith, and thereby exposing itself and our Company to claims of punitive damages, by paying public shareholders from
the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these
reasons.



Our public shareholders are entitled to receive
funds from the Trust Account only (i) in the event of the redemption of our public shares if we do not complete our initial business
combination within the completion window, (ii) in connection with a shareholder vote to amend our amended and restated memorandum
and articles of association (a) that would affect the substance or timing of our obligation to provide for the redemption of our
public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an
initial business combination within the completion window or (b) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion
of the initial business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the
Trust Account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting
in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable
pro rata share of the Trust Account. Such shareholder must have also exercised its redemption rights described above. These provisions
of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles
of association, may be amended with a shareholder vote.



Competition



We expect to encounter intense competition from
other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other special purpose acquisition companies and other entities, domestic and international, competing for the types of businesses we intend
to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly
or indirectly, acquisitions of companies operating in or providing services to various industries.



Many
of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial
resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target
businesses we could potentially acquire with the net proceeds ofthe initial public offering and the sale of the private placement
warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our
available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target
businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time
of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that
this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive
disadvantage in successfully negotiating our initial business combination.





22







Corporate Information



We are a newly organized blank check company incorporated
as a Cayman Islands exempted company on March 22, 2021. Our executive offices are located at 7381 La Tijera Blvd. P.O. Box 452118,
Los Angeles, California 90045, and our telephone number is (213) 266-7674. Our website address is www.geexcorp.com. Our website and the
information contained on, or that can be accessed through, our website is not deemed to be incorporated by reference in, and is not considered
part of, this Report.



Human Capital Management; Employees



We currently have two executive officers: Ari Segal,
our Chief Executive Officer and Tomi Kovanen, our Chief Operating Officer. These individuals are not obligated to devote any specific
number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed
our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business
has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to
have any full time employees prior to the completion of our initial business combination.



Periodic Reporting and Financial Information



We will register our units, Class A ordinary
shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and
current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements
audited and reported on by our independent registered public accountants.



We will provide shareholders with audited financial
statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders.
These financial statements may be required to be prepared in accordance with, or reconciled to, accounting principles generally accepted
in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards
Board, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with
the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit
the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to
disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed
time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will
have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able
to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be
met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates,
we do not believe that this limitation will be material.



We will be required to evaluate our internal control
procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to
be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company will we be required to comply
with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. A target
business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development
of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary
to complete any such acquisition.





23







We are a Cayman Islands exempted company. Exempted
companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying
with certain provisions of the Companies Act. As an exempted company, we have applied for and have received, a tax exemption undertaking
from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (As Revised) of the Cayman Islands,
for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied
on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income,
gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares,
debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution
of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation
of us.



We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of
certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth
companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any
golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less
active trading market for our securities and the prices of our securities may be more volatile.



In addition, Section 107 of the JOBS Act also
provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can
delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take
advantage of the benefits of this extended transition period.



We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion ofthe initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion,
or (c) in which we are deemed to be a large accelerated filer and (2) the date on which we have issued more than $1.0 billion
in non-convertible debt securities during the prior three-year period.



Additionally, we are a “smaller reporting
company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equaled
or exceeded $250 million as of the end of that year’s second fiscal quarter, and (2) our annual revenues equaled or exceeded
$100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equaled or exceeded $700
million as of the end of that year’s second fiscal quarter.



Item 1A. Risk Factors.



As a smaller reporting company, we are not required
to include risk factors in this Report. However, below is a partial list of material risks, uncertainties and other factors that could
have a material effect on us and our operations:



| | · | We are a newly formed blank check company incorporated as a Cayman Islands exempted company with no operating history and no revenues,
and you have no basis on which to evaluate our ability to achieve our business objective;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment
in us;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------





24







| | · | Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete
our initial business combination even though a majority of our shareholders do not support such a combination;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise
of your right to redeem your shares from us for cash;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote
in favor of such initial business combination, regardless of how our public shareholders vote;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential
business combination targets, which may make it difficult for us to enter into our initial business combination with a target;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us
to complete the most desirable business combination or optimize our capital structure;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the
probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem
your shares;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The requirement that we consummate an initial business combination within the completion window may give potential target
                                                                                                               businesses leverage over us in negotiating our initial business combination and may limit the time we have in which to conduct due
                                                                                                               diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine
                                                                                                               our ability to complete our initial business combination on terms that could produce value for our shareholders;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Our search for an initial business combination, and any target business with which we ultimately consummate our initial business combination,
may be materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | If we seek shareholder approval of our initial business combination, our Sponsor, directors, executive officers, advisors and their
affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the
public “float” of our Class A ordinary shares or public warrants;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination,
or fails to comply with the procedures for tendering its shares, such shares may not be redeemed;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore,
to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in
our securities and subject us to additional trading restrictions;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | You will not be entitled to protections normally afforded to investors of many other blank check companies;
| | - | -----------------------------------------------------------------------------------------------------------



| | · | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult
for us to complete our initial business combination. If we have not consummated our initial business combination within the required time
period, our public shareholders may receive only approximately $10.25 per public share, or less in certain circumstances, on the liquidation
of our Trust Account and our warrants will expire worthless;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





25







| | · | If the net proceeds of the initial public offering and the sale of the private placement warrants not being held in the Trust Account
are insufficient to allow us to operate until at least the end of the completion window, it could limit the amount available to fund our
search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from
our Sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our initial
business combination;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have
any information regarding such other security at this time;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Unlike some other similarly structured blank check companies, our Sponsor will receive additional Class A ordinary shares if
we issue shares to consummate an initial business combination;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result
in taxes imposed on shareholders or warrant holders;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | If we merge with Gamers Club concurrent with our initial business combination, we will become subject to risks affecting Gamers Club’s
business;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The challenges associated with completing a proposed merger concurrent with our initial business combination may result in increased
transaction execution risk, introduce significant delays and/or may preclude us from being able to timely complete an initial business
combination within the completion window;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | If we are successful in consummating a merger with Gamers Club concurrent with our initial business combination, our management may
face significant integration challenges, and there can be no assurance that this integration, and the synergies expected to result from
that integration, will be achieved as rapidly or to the extent currently anticipated;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | After our initial business combination, it is possible that a majority of our directors and officers will live outside the United
States and all of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities
laws or their other legal rights; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the
price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For the complete list of risks relating to our
operations, see the section titled “Risk Factors” contained in our registration statement on Form S-1 (File No. 333-260852)
filed in connection with our initial public offering.



Item 1B. Unresolved Staff Comments.



None.



Item 2. Properties.



We do not own or lease any real estate or other
physical properties materially important to our operation. We currently maintain our executive offices at 7381 La Tijera Blvd. P.O. Box
452118, Los Angeles, California 90045. We consider our current office space adequate for our current operations.





26







Item 3. Legal Proceedings.



To the knowledge of our management, there is no
material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their
capacity as such.



Item 4. Mine Safety Disclosures.



Not applicable.





27







PART II



Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.



(a)            Market
Information.



Our units, Class A ordinary shares and warrants
are each traded on the Nasdaq Global Market under the symbols “GEEXU,” “GEEX” and “GEEXW,” respectively.
Our units commenced public trading on Nasdaq on December 2, 2021, and our Class A ordinary shares and warrants commenced separate
public trading on Nasdaq on January 24, 2022.



Each whole warrant entitles the holder to purchase
of one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in our final IPO prospectus filed
with the SEC on December 3, 2021. Warrants may only be exercised for a whole number of Class A ordinary shares and will become
exercisable 30 days after the completion of our initial business combination. Our warrants expire five years after the completion of our
business combination or earlier upon redemption or liquidation as described above in “Item 1. Business.”



(b)            Holders.



As of March 25, 2022, there was approximately one
holder of record of our units, one holder of record of our Class A ordinary shares and one holder of record of our warrants.



(c)            Dividends.



We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination
will be within the discretion of our board of directors at such time. The payment of any cash dividends subsequent to our initial business
combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently
contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in
connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree
to in connection therewith.



(d)            Securities
Authorized for Issuance Under Equity Compensation Plans.



None.



(e)            Performance
Graph.



The performance graph has been omitted as permitted
under rules applicable to smaller reporting companies.



(f)            Recent
Sales of Unregistered Securities; Use of Proceeds From Registered Offerings.



Unregistered Sales



In April 2021, we issued to our Sponsor an
aggregate of 4,312,500 Class B ordinary shares in exchange for a payment of $25,000 from our Sponsor to cover certain expenses on
behalf of us, or approximately $0.006 per share. On December 1, 2021, in connection with the increase in the size of the IPO, we
effected a share dividend that increased the Class B ordinary shares outstanding to 5,031,250. This resulted in our Sponsor owning
4,856,250 Class B ordinary shares, and our directors and advisors owning an aggregate of 175,000 Class B ordinary shares directly.
On December 7, 2021, our Sponsor effected a surrender of 31,250 Class B ordinary shares to us for no consideration.





28







Our initial shareholders have agreed not to transfer,
assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business
combination; and (ii) subsequent to our initial business combination (x) the date on which we complete a liquidation, merger,
share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary
shares for cash, securities or other property or (y) if the closing price of our Class A ordinary shares equals or exceeds $12.00
per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions)
for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination. Any permitted
transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares.



Simultaneously with the closing of the IPO, the
Company consummated the Private Placement of 11,250,000 private placement warrants at a price of $1.00 per private placement warrant to
the Sponsor, generating proceeds of approximately $11.25 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 sale of the private placement
warrants to the Sponsor was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete its initial
business combination within the completion window, the private placement warrants will expire worthless. The private placement warrants
will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.



The Sponsor and the Company’s officers and
directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their private placement warrants until 30 days
after the completion of the initial business combination.



These issuance was made pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with
respect to such sales.



Use of Proceeds



On December 7, 2021, we consummated the IPO
of 20,000,000 units, inclusive of 2,500,000 units sold to the underwriters upon the election to partially exercise their over-allotment
option, at an offering price of $10.00 per unit, generating total gross proceeds of $200,000,000. J.P. Morgan Securities LLC and William
Blair & Company, L.L.C. acted as the joint book-running managers of the IPO. The securities sold in the IPO were registered
under the Securities Act on a registration statement on Form S-1 (No. 333-260852).



The SEC declared the registration statement effective
on December 1, 2021. On December 7, 2021, the consummated its IPO of 20,000,000 units, which included 2,500,000 units issued
pursuant to the partial exercise of the underwriters’ over-allotment option.



We paid a total of $3,750,000 in underwriting fees
(net of 250,000 in underwriter expense reimbursement) related to the IPO. In addition, the underwriters agreed to defer $7,000,000 in
underwriting fees until completion of our initial business combination. On December 7, 2021, a total of $205,000,000 ($10.25 per
unit), consisting of $196,000,000 of the net proceeds from the sale of the units in the IPO and $9,000,000 of the net proceeds from the
sale of the private placement warrants, was deposited into the Trust Account. The net proceeds deposited into the Trust Account remain on
deposit in the Trust Account and are available for our initial business combination, assuming no redemptions, after payment of up to $7,000,000
of deferred underwriting fees, before fees and expenses associated with our initial business combination. The proceeds held in the Trust
Account will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.





29







Item 6. [Reserved]



Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.



The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto contained
elsewhere in this Report.



Special Note Regarding Forward-Looking Statements



All statements other than statements of historical
fact included in this section and elsewhere in this Report regarding our financial position, business strategy and the plans and objectives
of management for future operations, are forward-looking statements. When used in this Report, words such as “anticipate,”
 “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us
or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well
as assumptions made by, and information currently available to, our management. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. Please see “Cautionary Note Regarding Forward-Looking
Statements” above.



Overview



We are a newly organized, blank check company incorporated
as a Cayman Islands exempted company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination, which we refer to throughout this Report as our initial business combination, with one
or more businesses or entities, which we refer to throughout this Report as a target business. As described further above in Item 1 under
the heading “Business — Our Acquisition Process and Possible Merger with Gamers Club,” concurrent with or after the
completion of our initial business combination we may also combine with Gamers Club, a gaming technology subscription platform and community
hub based in Brazil with continental preeminence in Latin America. We will not, however, complete an initial business combination only
with Gamers Club.



We intend to effectuate our initial business combination
using cash from the proceeds of our IPO and the Private Placement of the private placement warrants, the proceeds of the sale of our securities
in connection with our initial business combination (pursuant any forward purchase agreements or backstop agreements we may enter into),
shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing
or other sources.



The issuance of additional shares or equity-linked
securities in connection with our initial business combination to the owners of the target or other investors:



| | · | may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions in the Class B
ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B
ordinary shares;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those
afforded our Class A ordinary shares;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other
things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present
officers and directors;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person
seeking to obtain control of us;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and
| | - | ---------------------------------------------------------------------------------------------------------





30







| | · | may not result in adjustment to the exercise price of our warrants.
| | - | -------------------------------------------------------------------



Similarly, if we issue debt securities or otherwise
incur significant debt, it could result in:



| | · | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our
debt obligations;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | · | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach
certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
| | - | ------------------------------------------------------------------------------------------------------



| | · | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing
while the debt is outstanding;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | our inability to pay dividends on our Class A ordinary shares;
| | - | --------------------------------------------------------------



| | · | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for
dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
| | - | -------------------------------------------------------------------------------------------------------------------------------



| | · | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government
regulation or prevailing interest rates; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements,
execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Results of Operations



We have neither engaged in any operations nor generated
any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the initial
public offering, described below. Subsequent to our initial public offering, we have been focused on identifying a target company for
our initial business combination. We will not generate any operating revenues until after completion of our initial business combination.
We generate non-operating income in the form of interest income on cash and cash equivalents held after the initial public offering. There
has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our
audited financial statements. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and
auditing compliance), as well as for due diligence expenses. Additionally, we recognize non-cash gains and losses withing other income
(expense) related to changes in recurring fair value measurement of our warrant liabilities at each reporting period.



For the period from March 22, 2021 (inception)
through December 31, 2021, we had a net income of $90,460, which was primarily related to a change in fair value of derivative warrant
liabilities of $662,500, offering costs allocated to the derivative warrant liabilities of $419,250, and general and administrative expenses
of $158,089.





31







Liquidity and Capital Resources



Our initial liquidity needs were satisfied prior
to the completion of the IPO through amounts advanced from our Sponsor, which included a $25,000 payment for issuance of founder shares
and proceeds of $450,684 from a promissory note to cover for offering costs and general and administrative expenses. The promissory note
was repaid on December 8, 2021.



On December 7, 2021, we consummated the initial
public offering of 20,000,000 units at a price of $10.00 per unit, generating gross proceeds of $200,000,000. Simultaneously with the
closing of the initial public offering, we consummated the sale of 11,250,000 private placement warrants to the Sponsor at a price of
$1.00 per warrant, generating gross proceeds of $11,250,000.



A total of $205,000,000 ($10,25 per unit) was placed
in the Trust Account and the remaining net proceeds of $987,106 of cash held outside of the Trust Account is available for working capital
purposes. We incurred $11,897,843 in transaction costs, including $3,750,000 of underwriting fees (net of $250,000 in underwriter expense
reimbursement to us), $7,000,000 of deferred underwriting fees and $1,147,843 of other costs in connection with our initial public offering
and the sale of the private placement warrants.



At December 31, 2021, we had cash and marketable
securities held in the Trust Account of $205,005,299.



We intend to use substantially all of the funds
held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable and deferred underwriting
commissions) to complete our initial business combination. We may withdraw interest to pay our taxes, if any. Our annual income tax obligations
will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest income
earned on the amount in the Trust Account (if any) will be sufficient to pay our taxes. To the extent that our equity or debt is used,
in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will
be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth
strategies.



We intend to use the funds held outside the Trust
Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel
to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate
documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination,
and to pay taxes to the extent the interest earned on the Trust Account is not sufficient to pay our taxes.



We do not believe we will need to raise additional
funds in order to meet the expenditures required for operating our business prior to our initial business combination, other than funds
available from loans from our Sponsor. However, if our estimates of the costs of identifying a target business, undertaking in-depth due
diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient
funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance
transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of
our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination,
we may repay such loaned amounts out of the proceeds held in the Trust Account released to us. In the event that our initial business
combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but
no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible
into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would
be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist
with respect to such loans.



Prior to the completion of our initial business
combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third
parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.





32







We expect our primary liquidity requirements during
that period to include approximately $400,000 for legal, accounting, due diligence, travel, consulting and other expenses in connection
with a search for and consummation of any business combination; $125,000 for legal and accounting fees related to regulatory reporting
obligations; $75,000 for Nasdaq continued listing fees; and $350,000 for general working capital that will be used for miscellaneous expenses
and reserves.



These amounts are estimates and may differ materially
from our actual expenses. In addition, we could use a portion of the funds not held in trust to pay commitment fees for financing, fees
to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a
provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on
terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any
current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business,
the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of
the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result
of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with
respect to, prospective target businesses.



Moreover, we may need to obtain additional financing
to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held
in our Trust Account or because we become obligated to redeem a significant number of our public shares upon completion of the business
combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we do not
complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations
and liquidate the Trust Account. In addition, following our initial business combination, if cash on hand is insufficient, we may need
to obtain additional financing in order to meet our obligations.



Contractual Obligations



We do not have any long-term debt, capital lease
obligations, operating lease obligations or long-term liabilities.



Registration 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 dated as of December 1, 2021. These holders are entitled to certain demand and “piggyback”
registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.



Underwriting Agreement



The underwriters were paid a cash underwriting
discount of $0.1875 per unit, or $3,750,000 in the aggregate (net of $250,000 in underwriter expense reimbursements to us), upon the closing
of the initial public offering. In addition, $0.35 per unit, or approximately $7,000,000 in the aggregate, will be payable to the underwriters
for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account
solely in the event that we complete our initial business combination, subject to the terms of the underwriting agreement.



Critical Accounting Policies



The preparation of financial statements and related
disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date
of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.
We have not identified any critical accounting policies, except as described below.





33







Warrant Liabilities



We account for the warrants issued in connection
with our initial public offering in accordance with Accounting Standards Codification (“ASC”) 815-40, “Derivatives and
Hedging-Contracts in Entity’s Own Equity” (“ASC 815”), under which the warrants do not meet the criteria for equity
classification and must be recorded as liabilities. As the warrants meet the definition of a derivative as contemplated in ASC 815, the
warrants are measured at fair value at issuance and 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. In accordance with ASC 825-10 “Financial Instruments”,
the Company has concluded that a portion of the transaction costs which directly related to the IPO and the sale of the private placement
warrants should be allocated to the warrants based on their relative fair value against total proceeds, and recognized as transaction
costs in the statement of operations.



Controls and Procedures



We are not currently required to maintain an effective
system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal
control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2022. Only in the event that we are deemed
to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company would we be required to comply
with the independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth company
as defined in the JOBS Act, we intend to 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 requirement.



We have not completed an assessment, nor has our
independent registered public accounting firm tested our systems, of our internal controls. We expect to assess the internal controls
of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test
additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target
business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small
and mid-sized target businesses we may consider for our initial business combination may have internal controls that need improvement
in areas such as:



| | · | staffing for financial, accounting and external reporting areas, including segregation of duties;
| | - | -------------------------------------------------------------------------------------------------



| | · | reconciliation of accounts;
| | - | ---------------------------



| | · | proper recording of expenses and liabilities in the period to which they relate;
| | - | --------------------------------------------------------------------------------



| | · | evidence of internal review and approval of accounting transactions;
| | - | --------------------------------------------------------------------



| | · | documentation of processes, assumptions and conclusions underlying significant estimates; and
| | - | ---------------------------------------------------------------------------------------------



| | · | documentation of accounting policies and procedures.
| | - | ----------------------------------------------------



Because it will take time, management involvement
and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and
market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities,
particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take
longer than we expect, thus increasing our exposure to financial fraud or erroneous financial reporting.



Once our management’s report on internal
controls is complete, we will retain our independent registered public accounting firm to audit and render an opinion on such report when
required by Section 404 of the Sarbanes-Oxley Act. The independent registered public accounting firm may identify additional issues
concerning a target business’s internal controls while performing their audit of internal control over financial reporting.





34







Quantitative and Qualitative Disclosures About Market Risk



The net proceeds of our initial public offering
and the sale of the private placement warrants held in the Trust Account will be invested in U.S. government treasury obligations with
a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act
which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there
will be no associated material exposure to interest rate risk.



Related Party Transactions



See Item 13 “Certain Relationships and Related
Transactions, and Director Independence” of this Report for information regarding related party transactions.



Recent Accounting Standards



Management does not believe that any recently issued,
but not yet effective, accounting standards, if currently adopted would have a material effect on our audited financial statements.



Off-Balance Sheet Arrangements; Commitments and Contractual Obligations;
Quarterly Results



As of December 31, 2021, we did not have any
off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual
obligations.



JOBS Act



The JOBS Act contains provisions that, among other
things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company”
and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private
(not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may
not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging
growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates.



Additionally, we are in the process of evaluating
the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth
in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant
to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that
may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional
information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation
related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s
compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial
public offering or until we are no longer an “emerging growth company,” whichever is earlier.



Item 8. Financial Statements and Supplementary Data.



Reference is made to Pages F-1 through F-35
comprising a portion of this Report.



Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.



None.





35







Item 9A. Controls and Procedures.



Evaluation of Disclosure Controls and Procedures



Disclosure controls are procedures that are designed
with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report,
is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure
controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including
the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management
evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”),
the effectiveness of our disclosure controls and procedures as of December 31, 2021, pursuant to Rule 13a-15(b) under the
Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2021, our disclosure controls
and procedures were effective.



We do not expect that our disclosure controls and
procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the
design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered
relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls
and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design
of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can
be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.



Management’s Report on Internal Controls over Financial Reporting



This Report does not include a report of management’s
assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to
a transition period established by the rules of the SEC for newly public companies.



Changes in Internal Control over Financial Reporting



There were no changes in our internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent
fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Item 9B. Other Information.



Effective as of March 30, 2022, the Company’s
board of directors appointed Karen Brodkin as an additional independent director of the Company and member of the Audit Committee of such
board of directors. There are no arrangements or understandings between Ms. Brodkin and any other persons pursuant to which she was
selected as a director of the Company, and there are no transactions between Ms. Brodkin and the Company that would require disclosure
pursuant to Item 404(a) of Regulation S-K.



Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections.



Not applicable.





36







PART III



Item 10 Directors, Executive Officer and Corporate Governance.



Our Executive Officers and Directors



As of the date of this Report, our executive officers
and directors are as follows:



|Name                |  | Age |  | Position                            
|------------------- |  | --- |  | ------------------------------------
|Ari Segal           |  | 39  |  | Chief Executive Officer and Director
|Tomi Kovanen        |  | 34  |  | Chief Operating Officer and Director
|Karen Brodkin       |  | 57  |  | Director                            
|Steven A. Cohen     |  | 59  |  | Director                            
|Margaret C. Whitman |  | 65  |  | Director                            



Ari
Segal, our Chief Executive Officer, Co-Founder, and Director since our formation, currently serves as Managing Director
of Immortals Gaming Club (“IGC”), a position he has held since October 2021. Prior to that, Mr. Segal served as
Chief Executive Officer of IGC from December 2018 through September 2021 and President& Chief Operating Officer of IGC from
August 2017 through December 2018. Mr. Segal also serves as a director of Gamers Club and IGC. As CEO, Mr. Segal led
an aggressive merger and acquisition (“M&A”) strategy, including IGC’s acquisition of the Brazilian gaming technology
subscription platform and community hub Gamers Club, as well as the follow-on acquisition of the Draft5 content platform, a popular news
and information site for competitive gamers in Brazil. In 2019 and 2020, IGC raised and deployed nearly $80 million in equity financing
from investors including Meg Whitman, Anschutz Entertainment Group, the Milken family, Lionsgate, March Capital Partners, Steve Kaplan,
and Irongrey, among others. The capital raised by IGC fueled growth initiatives including the expansion of Gamers Club and the acquisitions
of assets such as a League of Legends franchise slot owned by Infinite Esports and Entertainment, the first esports industry transaction
with an implied value exceeding $100 million according to Bloomberg12.
Mr. Segal was also instrumental in the divestiture of the Houston Outlaws Overwatch League franchise to Beasley Media Group (Nasdaq:
BBGI) and the divestitures of several other key assets, including a Call of Duty League franchise slot, the OpTic Gaming brand, and Obey
Alliance influencer network. Prior to joining IGC in 2017, Mr. Segal worked as Chief Operating Officer of the National Hockey League’s
(the “NHL”) Arizona Coyotes, where he led the club to its highest revenue season to date in 2016-2017. Mr. Segal was
also Special Assistant to the CEO of the Anaheim Ducks and President of Business Operations for the San Diego Gulls (the Ducks’
American Hockey League (“AHL”) affiliate) when Mr. Segal and the team were awarded the first ever AHL President’s
Award for Business Excellence. Previously, Mr. Segal worked as a consultant in McKinsey & Co.’s global sports and
gaming practice, in private equity at CCMP Capital Advisors, and in the Financial Sponsors banking group at Lehman Brothers. In 2020,
Mr. Segal was named to the Sports Business Journal and Leaders in Sports annual “Forty Under 40” lists. Mr. Segal
holds a J.D. and M.B.A. from Stanford University, where he was named an Arjay Miller Scholar and a B.A. with Distinction from the University
of Virginia.



We believe Mr. Segal’s significant experience
in the gaming, esports and sports and entertainment industries make him well qualified to serve as a director.



Tomi
Kovanen, our Chief Operating Officer, Co-Founder and Director since our formation, currently serves as Managing Director
of IGC, a position he has held since October 2021. Prior to that, Mr. Kovanen served in various roles at IGC between February 2018
and September 2021, including Chief Operating Officer, Senior Vice President, Finance and Business Development, and Vice President,
Business Development/General Manager, CS: GO. Mr. Kovanen has over 15 years of experience in the esports industry across multiple
roles and sub- verticals, including direct experience in the core functionality pillars (Follow, Watch, Converse, and Play) as described
in “— Acquisition Strategy” below. Mr. Kovanen also serves as a director of Gamers Club. Since joining IGC
in 2018, Mr. Kovanen has focused on the execution of the firm’s aggressive M&A strategy, including the acquisition of the
Brazilian gaming technology subscription platform and community hub Gamers Club as well as the follow-on acquisition of the Draft5 content
platform. Mr. Kovanen was instrumental in additional acquisitions of assets such as a League of Legends franchise slot owned by Infinite
Esports and Entertainment, the first esports industry transaction with an implied value exceeding $100 million according to Bloomberg,
and the following divestiture of the Houston Outlaws Overwatch League franchise to Beasley Media Group (Nasdaq: BBGI), as well as divestitures
of several other key assets including a Call of Duty League franchise slot, OpTic Gaming brand, and Obey Alliance influencer network.
Prior to joining IGC in 2018, Mr. Kovanen served in J.P. Morgan’s Healthcare and Technology, Media, and Telecommunications
investment banking groups in London from 2015 to 2017, and co-founded ENCE, Finland’s largest esports organization. Mr. Kovanen
has written articles on the esports industry that have been published by the Financial Times and ESPN that led to his nomination for Esports
Journalist of the Year in 2017 by The Esports Awards. Mr. Kovanen was also a professional esports athlete, competing in over 100
tournaments globally from 2005 through 2012, winning multiple international championships as the captain of Finnish teams and a North
American organization. Mr. Kovanen holds a B.S. from the University of Oulu.










12 “Milken-Backed Immortals Makes Esports’
First $100 Million Deal,” Bloomberg (2019)





37







We believe Mr. Kovanen’s broad operational
and transactional experience make him well qualified to serve as a director.



Karen
Brodkin, a member of our board of directors since March 30, 2022, is an Executive Vice President of Content Strategy &
Development at Endeavor (NYSE: EDR), where she leads business development and strategy for a range of business areas across the Endeavor
portfolio, including partnerships with sports leagues, federations, conferences and teams; content licensing; strategy and development;
media strategy and consultation; sports naming rights and venue programming, strategy and development; and esports partnerships and events.
In addition, Brodkin is the co-head of WME Sports, which encompasses WME’s representation of athletes, broadcasters, coaches and
front office personnel. Brodkin currently serves on the Board of EVO, an entity co-owned by Sony Interactive Entertainment and RTS, an
Endeavor-backed esports and gaming talent management firm. Before joining Endeavor, Brodkin was Executive Vice President of Business and
Legal Affairs at FOX Sports Media Group, overseeing the business and legal affairs team that negotiated professional and collegiate media
rights acquisitions with organizations including the NFL, MLB, NBA, NASCAR, NHL, UFC, MLS, Pac-12, Big 10, Big 12, Big East and the ACC,
as well as all FOX Sports’ production, programming and talent agreements. Brodkin was part of the team that launched the Big Ten
Network in August 2007 and later FOX Sports 1, which launched in August 2013 in over 70 million homes. Brodkin also worked a
corporate attorney specializing in labor and employment matters at Paul Hastings Janofsky & Walker, and as an entertainment lawyer.
Brodkin is the former Chairperson of the Board of Directors of the Los Angeles Sports Council, serves on the Sports and Entertainment
Leadership Council for Los Angeles Children’s Hospital, and is a member of the Board of Directors for the U.S. Soccer Foundation.
Brodkin joined the Board of Directors of Hudson Pacific Properties (NYSE: HPP) in January 2021.



We believe that Ms. Brodkin’s expertise
in the sports and entertainment industries and public company experience make her well qualified to serve as a director.



Steven
A. Cohen, a member of our board of directors since our initial public offering, is Executive Vice President of The Anschutz
Corporation, the holding company for the Anschutz family of enterprises, a position he has held since 2001. Mr. Cohen is involved
with a number of the operating companies and investments within the Anschutz organization and sits on the board of directors of many of
the Anschutz portfolio companies including Anschutz Entertainment Group, for which he has also served as Chief Strategy Officer since
2013. Mr. Cohen also serves as a Managing Director of Anschutz Investment Company, the investment arm of The Anschutz Corporation
that is focused on both equity and debt investments in a variety of industries, including communications, media, oil and gas, alternative
energy, entertainment, hospitality and lodging, real estate and transportation. Mr. Cohen is Chairman of the Board of Trustees of
the Rose Community Foundation, Vice Chairman of the Board of Trustees of Museum of Contemporary Art Denver (MCA Denver), and serves on
the Board of Directors of Roundup River Ranch, a member of the Serious Fun Children’s Network, and the Board of Directors of 303
Rugby, a not-for-profit that supports rugby programs for inner-city youth, and is also a member of Colorado Thrives. Mr. Cohen also
serves as a director of IGC, and affiliates of Mr. Cohen hold a material equity interest in Gamers Club and our Sponsor. Prior to
working at The Anschutz Corporation, Mr. Cohen was a corporate partner at Hogan Lovells, and started his legal career at Skadden
in their mergers and acquisitions group. Mr. Cohen holds a B.Sc. (Econ.) from The London School of Economics and Political Science
and a J.D. from Boston University School of Law.





38







We believe Mr. Cohen’s significant operation
and senior leadership experience makes him well qualified to serve as a director.



Margaret
C. Whitman, a member of our board of directors since our initial public offering, is a business executive, former political
candidate, and philanthropist. Based in Colorado, Ms. Whitman currently serves as a member of the board of directors for The Procter &
Gamble Company and General Motors. Most recently, Ms. Whitman served as Chief Executive Officer for Quibi in 2020. Prior to joining
Quibi, Ms. Whitman served as the Chief Executive Officer for Hewlett Packard Enterprise Company, or HPE, a multinational enterprise
information technology company, and as its President and Chief Executive Officer from 2015 to June 2017. From 2014 to 2015, Ms. Whitman
served as President, Chief Executive Officer, and Chairman for Hewlett-Packard Company (now known as HP Inc.), the former parent of Hewlett
Packard Enterprise Company, and as its President and Chief Executive Officer from 2011 to 2015. Prior to joining HP Inc., Ms. Whitman
was the Republican Party’s nominee for the 2010 gubernatorial race in California. From 1998 to 2008, Ms. Whitman served as
President and Chief Executive Officer of eBay Inc., an online marketplace and payments company. Ms. Whitman previously served as
a member of the board of directors for HP Inc., Hewlett Packard Enterprise Company, Dropbox, Inc. and DXC Technology Company and
for a number of other public and private companies. Ms. Whitman currently serves as the National Board Chair for Teach For America.
Ms. Whitman also serves as a director of IGC, and affiliates of Ms. Whitman hold a material equity interest in Gamers Club and
our Sponsor. Ms. Whitman holds an M.B.A. from Harvard Business School and an A.B. from Princeton University.



We believe Ms. Whitman’s extensive senior
leadership experience makes her well qualified to serve as a director.



Our Advisors



As of the date of this Report, our advisors are
as follows below. None of our advisors is an officer, director or employee of the Company.



Stephen
A. Kaplan, an advisor to the Company, is the Chairman of Nalpak Capital LLC, the family office investment firm he founded
in 2016. Mr. Kaplan was a Co-Founder of Oaktree Capital Group LLC, a global alternative investment management firm. He retired from
day-to-day activities in 2016 to focus on philanthropy and personal investments with a special emphasis on sports and entertainment. Mr. Kaplan
is the Co-Chairman of DC United and serves on the Major League Soccer Board of Governors. He is also an owner of multiple other sports
franchises and sports related investments including Swansea City FC in the English Championship. Mr. Kaplan also serves as a Director
of IGC. Mr. Kaplan was previously the Co-Chairman of the National Basketball Association’s (the “NBA”) Memphis Grizzlies
from 2012 until he sold his interest in 2018. Mr. Kaplan joined Oaktree at its inception in 1995, having previously served as a managing
director of Trust Company of the West. Prior to joining TCW in 1993, he was a partner with the law firm of Gibson, Dunn & Crutcher.
Mr. Kaplan has served on numerous public and private boards during his career and presently serves on the board of Townsquare Media, Inc.
(NYSE: TSQ). In addition, he currently serves on the boards of several nonprofit organizations, including the UCLA Jonsson Comprehensive
Cancer Center Foundation, LA 84 Foundation and the New York University School of Law Foundation. Mr. Kaplan holds a B.S. from the
State University of New York at Stony Brook and a J.D. from the New York University School of Law.



Brandon
Snow, an advisor to the Company, is currently the Executive Vice President, Managing Director - Commercial for Formula
1, the preeminent international motorsports organization. In this capacity, Brandon is responsible for the commercialization of Formula 1's
rights across Sponsorship, Esports, and Licensing. Mr. Snow also oversees marketing for Formula 1. Prior to joining Formula 1, Mr. Snow
was the Senior Vice President and Global Head of Esports at Activision Blizzard Esports (“ABE”), the competitive gaming arm
of the world’s largest video game company, where he oversaw development, operation, and commercialization of a portfolio of esports
products. Mr. Snow was ABE’s Chief Revenue Officer of Brand and Media Partnerships, responsible for the commercial operations
of Activision and Blizzard Entertainment’s esports programs as well as all of the company’s brand partnerships featuring Game
IP from Call of Duty, Overwatch, Hearthstone, World of Warcraft and others. Prior to joining Activision Blizzard, Mr. Snow spent
10 years at the NBA, where his last role was Senior Vice President of Team Marketing and Business Operations (TMBO) and of Global Marketing
Partnerships for NBA China. Mr. Snow has extensive sales, marketing and brand-building experience both in the US and internationally
from running global and regional businesses for leading brands such as McDonald’s and Volkswagen, and from working in a variety
of markets including China and across Europe.



Todd
Sitrin, an advisor to the Company, was most recently Senior Vice President and Group General Manager for Electronic Arts’
(“EA”) Competitive Gaming Division, where he led the company’s competitive gaming business, driving both player and
spectator engagement across all of EA’s games. Mr. Sitrin previously led the global marketing and product marketing organizations
responsible for franchise and brand marketing, communications, analytics, consumer insights, advertising and media for all console, PC,
and mobile games at EA from 2012-2015. Prior to this, he was responsible for marketing the EA SPORTS brand and all of EA’s sports
franchises as Group Vice President , Global Marketing. Mr. Sitrin has nearly 30 years of experience in the gaming industry and has
held various marketing and business development roles at Mattel Interactive, The Learning Company, The 3DO Company, and Broderbund. Mr. Sitrin
holds B.S. and M.S. degrees from Stanford University.





39







Yuri
Uchiyama, an advisor to the Company, is Gamers Club’s Chief Executive Officer and Co-Founder, positions he has held
since launching Gamers Club in 2016. Mr. Uchiyama also serves as a Director of Gamers Club. Mr. Uchiyama has guided Gamers Club
from its inception, having led its early fundraising efforts and its sale to IGC in 2018, and he continues in the role of CEO through
present day. Under Mr. Uchiyama’s leadership, Gamers Club has become the second largest matchmaking platform in the world,
with a distinctive market position in Latin America. Since IGC’s acquisition, and working alongside Messrs. Segal and Kovanen,
Uchiyama led Gamers Club’s growth from operating solely in Brazil to three additional countries (Argentina, Chile and Uruguay),
from one game title (Counter-Strike: Global Offensive) to six game titles, established partnerships with publishers such as Epic Games
and Riot Games and companies such as Microsoft, and expanded Gamers Club’s content footprint through the acquisition of the Draft5
content platform. Prior to co-founding Gamers Club in 2016, Mr. Uchiyama worked as a Manager of Smyowl, a Brazilian startup focused
on mobile game development. Previously, Uchiyama worked as a Coordinator of the Inova Sorocaba/Sorocaba Technology Park, where he helped
to create the startup ecosystem of the Sao Paulo suburb. Mr. Uchiyama also worked at Capgemini, providing Business Intelligence consulting
to companies in Brazil, the United States, and Poland. Mr. Uchiyama is a frequent contributor to various media sources covering competitive
gaming and esports in Brazil and in 2019 the Brazilian Senate Chamber invited Mr. Uchiyama to address an assembly regarding the future
of the esports market in Brazil. Mr. Uchiyama holds a B.S. from Fatec Sorocaba.



Number and Terms of Office of Officers and Directors



Our board of directors is divided into three classes,
with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our
first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required
to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of
the first class of directors (Class I), consisting of Mr. Cohen, will expire at our first annual general meeting. The term of
office of the second class of directors(Class II), consisting of Ms. Brodkin and Ms. Whitman, will expire at our second
annual general meeting. The term of office of the third class of directors (Class III), consisting of Mr. Segal and Mr. Kovanen,
will expire at our third annual general meeting.



Prior to the completion of an initial business
combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In
addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member
of the board of directors for any reason.



Our officers are appointed by the board of directors
and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized
to appoint persons to the offices as set forth in our amended and restated memorandum and articles of association as it deems appropriate.
Our amended and restated memorandum and articles of association provides that our officers may consist of one or more chairmen of the
board, chief executive officers, a president, chief financial officer, vice presidents, secretary, treasurer and such other offices as
may be determined by the board of directors.



Director Independence



Nasdaq listing standards require that a majority of our board of directors
be independent. An “independent director” is defined generally as a person other than an officer or employee of the Company
or its subsidiaries or any other individual having a relationship which in the opinion of the Company’s board of directors, would
interfere with the director’s exercise of independent judgment in carrying
out the responsibilities of a director. Our board of directors has determined that Ms. Whitman and Mr. Cohen are “independent directors”
as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which
only independent directors are present.





40









Committees of the Board of Directors



Our board of directors has two standing committees:
an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3
of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require
that the compensation committee of a listed company be comprised solely of independent directors. Each committee operates under a charter
that has been approved by our board of directors and has the composition and responsibilities described below.



Audit Committee



We have established an audit committee of the board
of directors. Mr. Cohen and Ms. Whitman and, effective as of March 30, 2022, Ms. Brodkin serve as members of our audit committee.
Mr. Cohen serves as the chairman of the audit committee. Each member of the audit committee is financially literate, and our board
of directors has determined that Ms. Whitman and Mr. Cohen each qualifies as an “audit committee financial expert”
as defined in applicable SEC rules. The primary purposes of our audit committee are to assist the board’s oversight of:



| | · | the integrity of our financial statements;
| | - | ------------------------------------------



| | · | our compliance with legal and regulatory requirements;
| | - | ------------------------------------------------------



| | · | the qualifications, engagement, compensation, independence and performance of our independent registered public accounting firm;
| | - | --------------------------------------------------------------------------------------------------------------------------------



| | · | our process relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls
and procedures; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the performance of our internal audit function.
| | - | -----------------------------------------------



The audit committee is governed by a charter that
complies with Nasdaq rules.



Compensation Committee



We have established a compensation committee of
our board of directors. The members of our compensation committee are Ms. Whitman and Mr. Cohen, with Mr. Cohen serving
as chairman of the compensation committee. Ms. Whitman and Mr. Cohen are independent.



The primary purposes of our compensation committee
are to assist the board in overseeing our management compensation policies and practices, including:



| | · | determining and approving the compensation of our executive officers; and
| | - | -------------------------------------------------------------------------



| | · | reviewing and approving incentive compensation and equity compensation policies and programs.
| | - | ---------------------------------------------------------------------------------------------



The charter also provides that the
compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other
adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before
engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee
will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.



The compensation committee is governed by a charter
that complies with Nasdaq rules.





41







Director Nominations



We do not have a standing nominating committee
though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance
with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the
board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of
properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate
in the consideration and recommendation of director nominees are Ms. Whitman and Mr. Cohen. In accordance with Rule 5605
of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee
charter in place.



The board of directors will also consider director
candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election
at the next annual general meeting of shareholders (or, if applicable, a special meeting of shareholders). Our shareholders that wish
to nominate a director for election to our board of directors should follow the procedures set forth in our amended and restated memorandum
and articles of association.



We have not formally established any specific minimum
qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees
for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business,
integrity, professional reputation, independence, wisdom and the ability to represent the best interests of our shareholders.



Compensation Committee Interlocks and Insider Participation



None of our executive officers currently serves,
and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving
on our board of directors.



Code of Ethics



We have adopted a code of ethics and business conduct
(our “Code of Ethics”) applicable to our directors, officers and employees. A copy of the Code of Ethics is posted on our
website and is available without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions
of our Code of Ethics in a Current Report on Form 8-K.



Conflicts of Interest



Under Cayman Islands law, directors and officers
owe the following fiduciary duties:



| | · | duty to act in good faith in what the director or officer believes to be in the best interests of the Company as a whole;
| | - | -------------------------------------------------------------------------------------------------------------------------



| | · | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
| | - | ----------------------------------------------------------------------------------------------------------------



| | · | directors should not improperly fetter the exercise of future discretion;
| | - | -------------------------------------------------------------------------



| | · | duty to exercise powers fairly as between different sections of shareholders;
| | - | -----------------------------------------------------------------------------



| | · | duty not to put themselves in a position in which there is a conflict between their duty to the Company and their personal interests;
and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



| | · | duty to exercise independent judgment.
| | - | --------------------------------------



In addition to the above, directors also owe a
duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having
both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried
out by that director in relation to the Company and the general knowledge skill and experience of that director.





42







As set out above, directors have a duty not to
put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of
their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance
by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended
and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.



Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary and contractual duties to other entities pursuant to which such officer or
director is or will be required to present a business combination opportunity to such entity subject to their fiduciary duties. As a result,
if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she
or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, or contractual
obligations, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity
to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded
from pursuing the same. However, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will
materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association
provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have
any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar
business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity
to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand,
and us, on the other.



In addition, our Sponsor, officers, directors and
any of their respective affiliates may sponsor or form, or, in the case of individuals, serve as a director or officer of, other blank
check companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial
business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial
business combination. Our officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly,
have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations
and monitoring the related due diligence. However, we do not believe that any such potential conflicts would materially affect our ability
to complete our initial business combination.



Below is a table summarizing the entities to which
our executive officers and directors have fiduciary duties or contractual obligations as of the date of this Report:



|Individual          |  | Entity                                                                       |  | Entity’s Business                                                 |  | Affiliation                                               
|------------------- |  | ---------------------------------------------------------------------------- |  | ----------------------------------------------------------------- |  | ----------------------------------------------------------
|                    |  |                                                                              |  |                                                                   |  |                                                           
|Ari Segal           |  | Immortals Gaming Club Gamers Club Holdings, LLC                              |  | Gaming and esports Gaming and esports                             |  | Managing Director and Director Director                   
|Tomi Kovanen        |  | Immortals Gaming Club Gamers Club Holdings, LLC                              |  | Gaming and esports Gaming and esports                             |  | Managing Director Director                                
|Karen Brodkin       |  | Endeavor Group Holdings, Inc.                                                |  | Sports and entertainment                                          |  | Executive Vice President                                  
|                    |  | Hudson Pacific Properties                                                    |  | Real estate investment trust                                      |  | Director                                                  
|Steven A. Cohen     |  | The Anschutz Corporation Anschutz Entertainment Group

Immortals Gaming Club |  | Holding company Sports and live entertainment 
Gaming and esports |  | Executive Vice President 
Chief Strategy Officer 
Director
|Margaret C. Whitman |  | The Procter & Gamble Company 
General Motors Company 
Immortals Gaming Club  |  | Consumer products 
Automotive manufacturing
Gaming and esports    |  | Director Director Director                                





43







Potential investors should also be aware of the
following other potential conflicts of interest:



| | · | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in
a conflict of interest in allocating their time between our operations and our search for our initial business combination and their other
businesses. We do not intend to have any full- time employees prior to the completion of our initial business combination. Each of our
executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive
officers are not obligated to contribute any specific number of hours per week to our affairs.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Our Sponsor purchased founder shares prior to the date of the IPO and purchased private placement warrants in a transaction that will
close simultaneously with the closing of the IPO. Our initial shareholders have entered into agreements with us, pursuant to which they
have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion
of our initial business combination. The other members of our management team have entered into agreements similar to the one entered
into by our Sponsor with respect to any public shares acquired by them in or after the IPO. Additionally, our initial shareholders have
agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if we fail to complete
our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed
time frame, the private placement warrants will expire worthless. Our initial shareholders have agreed not to transfer, assign or sell
any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination;
and (ii) subsequent to our initial business combination (x) the date on which we complete a liquidation, merger, share exchange
or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for
cash, securities or other property or (y) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share
(as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any
20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination (except as described
in the section of our final IPO prospectus filed with the SEC on December 3, 2021 entitled “Principal Shareholders —
Transfers of Founder Shares and Private Placement Warrants”). The private placement warrants will not be transferable until 30 days
following the completion of our initial business combination. Because each of our executive officers and directors owns ordinary shares
or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate
business with which to effectuate our initial business combination.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention
or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our
initial business combination.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | A majority of the funding for our Sponsor’s purchase of the private
placement warrants will be provided through at risk capital contributions to our Sponsor by Gamers Club, our directors, our advisors and
related investors and business partners. Although the cash invested by our management team in the at risk capital contributions is nominal,
our Sponsor has allocated a material portion of both the private placement warrants and founder shares to our Chief Executive Officer
and Chief Operating Officer.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Affiliates of Ms. Whitman and Mr. Cohen each hold material equity interests in Gamers Club. Based on these equity interests,
if we pursue a combination with Gamers Club concurrently with our initial business combination, we would appoint one or more additional
independent directors (including Ms. Brodkin) to serve on a committee of disinterested directors prior to pursuing any initial business
combination with Gamers Club to negotiate the terms and conditions of such merger (including the valuation of Gamers Club) on our behalf.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





44







We are not prohibited from pursuing an initial
business combination or subsequent transaction with a company that is affiliated with our Sponsor, officers or directors. In the event
we seek to complete our initial business combination or, subject to certain exceptions, subsequent material transactions with a company
that is affiliated with our Sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion
from an independent investment banking firm that is a member of FINRA or an independent accounting firm that such initial business combination
or transaction is fair to the Company from a financial point of view. In addition, if we merge with Gamers Club concurrently with our
initial business combination, we will obtain a fairness opinion with respect to such merger. We are not required to obtain such an opinion
in any other context. Furthermore, in no event will our Sponsor or any of our existing officers or directors, or any of their respective
affiliates, be paid by the Company any finder’s fee, consulting fee or other compensation (other than as outlined below) for services
rendered prior to, or for any services they render in order to effectuate, the completion of our initial business combination. Our Sponsor,
executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses related to identifying,
investigating, negotiating and completing an initial business combination. In the future, we, upon consultation with the compensation
committee of our board of directors, may decide to compensate our executive officers and other employees. Any such payments prior to our
initial business combination will be made from funds held outside the Trust Account.



We cannot assure you that any of the above mentioned
conflicts will be resolved in our favor.



In addition, we have agreed not to enter into a
definitive agreement regarding an initial business combination without the prior consent of our Sponsor. In the event that we submit our
initial business combination to our public shareholders for a vote, our initial shareholders have agreed to vote their founder shares,
and they and the other members of our management team have agreed to vote any shares purchased during or after the IPO, in favor of our
initial business combination.



Limitation on Liability and Indemnification of Officers and Directors



Cayman Islands law does not limit the extent to
which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the
extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and
articles of association provides for indemnification of our officers and directors to the maximum extent permitted by law, including for
any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We will
enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided
for in our amended and restated memorandum and articles of association. We expect to purchase a policy of directors’ and officers’
liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances
and insures us against our obligations to indemnify our officers and directors.



Our officers and directors have agreed to waive
any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest
or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse
against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their
ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient
funds outside of the Trust Account or (ii) we consummate an initial business combination.



We believe that these provisions, the insurance
and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.



Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have
been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.



Item 11. Executive Compensation.



None of our executive officers or directors has
received any cash compensation for services rendered to us. In addition, our Sponsor, executive officers and directors, or any of their
respective affiliates will be reimbursed for any out-of-pocket expenses related to identifying, investigating, negotiating and completing
an initial business combination. In the future, we, upon consultation with the compensation committee of our board of directors, may decide
to compensate our executive officers and other employees. Our audit committee will review on a quarterly basis all payments that were
made by us to our Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business
combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements,
we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers
for their out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination. Other
than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the
Company to our Sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business
combination.





45







After the completion of our initial business combination,
directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All
of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials
furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such
fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation
will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible
for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined,
or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors
or by a majority of the independent directors on our board of directors.



We do not intend to take any action to ensure that
members of our management team maintain their positions with us after the consummation of our initial business combination, although it
is possible that some or all of our executive officers and directors may remain directors or negotiate employment or consulting arrangements
to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to
retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do
not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a
determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive
officers and directors that provide for benefits upon termination of employment.



Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.



The following table sets forth information regarding
the beneficial ownership of our ordinary shares as of March 25, 2022 with respect to our Class A ordinary shares held
by:



| | · | each person known by us to be the beneficial owner of more than 5% of our issued outstanding ordinary shares;
| | - | -------------------------------------------------------------------------------------------------------------



| | · | each of our executive officers and directors; and
| | - | -------------------------------------------------



| | · | all our executive officers and directors as a group.
| | - | ----------------------------------------------------



Unless otherwise indicated, we believe that all
persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them.



The beneficial ownership percentages set forth
in the table below are based on 20,000,000 Class A ordinary shares and 5,000,000 Class B ordinary shares issued and outstanding
as of March 25, 2022. In accordance with SEC rules, beneficial ownership includes all shares the shareholder actually owns
beneficially or of record, all shares over which the shareholder has or shares voting or dispositive control and all shares the shareholder
has the right to acquire within 60 days of March 25, 2022. Except as indicated in the footnotes to the table, the Company believes
that the persons named in the table have sole voting and investment power with respect to all shares owned beneficially by them.





46







|                                                                                                                                                |  | Class A Ordinary Shares                            |           |  | Class B Ordinary Shares                             | 
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------- | --------- |  | --------------------------------------------------- | 
|Name and Address of Beneficial Owner(1)                                                                                                         |  | Number of 
Ordinary
Shares 
Beneficially 
Owned(2) |           |  | Percentage of
Outstanding 
Class A 
Ordinary Shares | 
|GEEX Sponsor, LLC(3)                                                                                                                            |  |                                                    | --        |  |                                                     | 
|Ari Segal(3)                                                                                                                                    |  |                                                    | --        |  |                                                     | 
|Tomi Kovanen(3)                                                                                                                                 |  |                                                    | --        |  |                                                     | 
|Karen Brodkin                                                                                                                                   |  |                                                    | --        |  |                                                     | 
|Steven A. Cohen                                                                                                                                 |  |                                                    | --        |  |                                                     | 
|Margaret C. Whitman                                                                                                                             |  |                                                    | --        |  |                                                     | 
|All executive officers and directors as a group (five
    individuals)                                                                          |  |                                                    | --        |  |                                                     | 
|These shareholders known to us to beneficially own more than five percent (5%) of our outstanding ordinary shares as of 
December 31, 2021 are: |  |                                                    |           |  |                                                     | 
|Saba Capital Management, L.P.(4)                                                                                                                |  |                                                    | 1,650,295 |  |                                                     | 
|Adage Capital Partners, L.P.(5)                                                                                                                 |  |                                                    | 1,350,000 |  |                                                     | 
|Highbridge Capital Management, LLC(6)                                                                                                           |  |                                                    | 1,143,046 |  |                                                     | 
|Calamos Market Neutral Income Fund, a series of Calamos Investment Trust (7)                                                                    |  |                                                    | 1,250,000 |  |                                                     | 



* Less than one percent.



| | (1) | Unless otherwise noted, the business address of each of our shareholders is 7381 La Tijera Blvd. P.O. Box 452118, Los Angeles,
California 90045.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert
into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or
earlier at the option of the holder thereof, as described in the section entitled “Description of Securities” in our final
IPO prospectus filed with the SEC on December 3, 2021.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | GEEX Sponsor, LLC is the record holder of 4,825,000 shares reported
herein. Ari Segal and Tomi Kovanen are the managers of GEEX Sponsor, LLC. As such, each of Ari Segal and Tomi Kovanen may be deemed to
have beneficial ownership of the founder shares held directly by GEEX Sponsor, LLC. Each of Ari Segal and Tomi Kovanen disclaims beneficial
ownership over any securities owned by our Sponsor in which he does not have any pecuniary interest. A majority of the funding for our
Sponsor’s purchase of the private placement warrants will be provided through at risk capital contributions to our Sponsor by Gamers
Club, our directors, our advisors and related investors and business partners. Although the cash invested by our management team in the
at risk capital contributions is nominal, our Sponsor has allocated a material portion of both the private placement warrants and founder
shares to our Chief Executive Officer and Chief Operating Officer.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | This information is based solely on a Schedule 13G/A filed by Saba Capital Management, L.P., a Delaware limited partnership (“Saba
Capital”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”), and Mr. Boaz R. Weinstein
(“Boaz”) with the SEC on February 14, 2022. Saba Capital, Saba GP and Boaz deemed to have the shared power to vote or
direct the vote of 1,650,295 shares, and the shared power to dispose or direct the disposition of 1,650,295 shares. The address of the
business office of each of Saba Capital, Saba GP and Boaz is 405 Lexington Avenue, 58th Floor, New York, New York 10174.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | This information is based solely on a Schedule 13G filed by Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”)
with respect to the Class A Ordinary Shares directly owned by it; Adage Capital Partners GP, L.L.C., a limited liability company
organized under the laws of the State of Delaware (“ACPGP”), as general partner of ACP with respect to the Class A Ordinary
Shares directly owned by ACP; Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware
(“ACA”), as managing member of ACPGP, general partner of ACP, with respect to the Class A Ordinary Shares directly owned
by ACP; Robert Atchinson (“Mr. Atchinson”), as managing member of ACA, managing member of ACPGP, general partner of ACP
with respect to the Class A Ordinary Shares directly owned by ACP; and Phillip Gross (“Mr. Gross”), as managing
member of ACA, managing member of ACPGP, general partner of ACP with respect to the Class A Ordinary Shares directly owned by ACP
with the SEC on December 16, 2021. ACP has the power to dispose of and the power to vote the Class A Ordinary Shares beneficially
owned by it, which power may be exercised by its general partner, ACPGP. ACA, as managing member of ACPGP, directs ACPGP’s operations.
Neither ACPGP nor ACA directly own any shares. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the
 “Act”), ACPGP and ACA may be deemed to beneficially own the shares owned by ACP. Mr. Atchinson and Mr. Gross, as
managing members of ACA, have shared power to vote the 1,350,000 shares beneficially owned by ACP and the shared power to dispose or direct
the disposition of 1,350,000 shares. Neither Mr. Atchinson nor Mr. Gross directly own any Class A Ordinary Shares. By reason
of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by ACP.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





47







| | (6) | This information is based solely on a Schedule 13G/A filed by Highbridge Capital Management, LLC (“Highbridge”) with the
SEC on February 3, 2022. Highbridge is the investment adviser to certain funds and accounts (the “Highbridge Funds”),
with respect to the shares directly held by the Highbridge Funds. Highbridge has shared voting power over 1,140,506 shares and shared
dispositive power over 1,140,506 shares. The business address of such holder is 277 Park Avenue, 23rd Floor, New York, N Y 10172.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | This information is based solely on a Schedule 13G filed by Calamos Market Neutral Income Fund, a series of Calamos Investment Trust
(“Calamos”) with the SEC on February 8, 2022. Calamos has sole voting power over 1,250,000 shares and sole dispositive
power over 1,250,000 shares. The business address of such holder is 2020 Calamos Court, Naperville, Illinois, 60563.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 13. Certain Relationships and Related Transactions, and Director
Independence.



Founder Shares



In April 2021, we issued to our Sponsor an
aggregate of 4,312,500 founder shares in exchange for a payment of $25,000 from our Sponsor to cover certain expenses on behalf of us,
or approximately $0.006 per share. Prior to the initial investment in the Company of $25,000 by the Sponsor, the Company had no assets,
tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash the Sponsor paid for the
founder shares by the number of founder shares issued. In May 2021, our Sponsor transferred an aggregate of 150,000 founder shares
to our executive officers who are also directors (32,500 each) and two advisors (10,000 each). On December 1, 2021, in connection
with the increase in the size of the IPO, we effected a share dividend of 0.16666667 of a share per outstanding Class B ordinary
share, which increased the founder shares outstanding to 5,031,250. This resulted in our Sponsor owning 4,856,250 founder shares, and
our directors and advisors owning an aggregate of 175,000 founder shares directly. On December 7, 2021, the Sponsor effected a surrender
of 31,250 Class B ordinary shares to the Company for no consideration. The initial shareholders agreed not to transfer, assign or
sell any of their founder shares until the earlier to occur of (1) one year after the completion of the initial business combination;
and (2) subsequent to the initial business combination (x) if the last reported sale price of Class A ordinary shares equals
or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial
business combination or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization
or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash,
securities or other property.



Private Placement



Simultaneously with the closing of the IPO, the
Company consummated the Private Placement of 11,250,000 Private Placement warrants at a price of $1.00 per private placement warrant to
the Sponsor, generating proceeds of approximately $11.25 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 sale of the private placement
warrants to the Sponsor was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete its initial
business combination within the completion window, the private placement warrants will expire worthless. The private placement warrants
will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.



The Sponsor and the Company’s officers and
directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their private placement warrants until 30 days
after the completion of the initial business combination.





48







If we do not complete an initial business combination
within the completion window, the proceeds of the sale of the private placement warrants will be used to fund the redemption of our public
shares, subject to the requirements of applicable law, and the private placement warrants will expire worthless.



Registration Rights



The holders of the founder shares, private placement
warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon
the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) are entitled
to registration rights pursuant to a registration rights agreement, dated as of December 1, 2021, with the Company. The holders of these
securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the
holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion
of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.



Related Party Notes



On April 6, 2021, the Sponsor agreed to loan
the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note. This
loan is non-interest bearing, unsecured and due at the earlier of December 31, 2021 and the completion of the Proposed Public Offering.
As of April 21, 2021, the Company had borrowed $50,000 under this note.



In addition, in order to fund working capital deficiencies
or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or
certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete
our initial business combination, we may repay such loaned amounts out of the proceeds held in the Trust Account released to us. In the
event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account
to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such working
capital loans and up to $4,025,000 of loans in connection with a Paid Extension may be convertible into warrants of the post business
combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement
warrants, including as to exercise price, exercisability and exercise period. Except as set forth above, the terms of such loans, if any,
have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination,
we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will
be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.



Policy for Approval of Related Party Transactions



The audit committee of our board of directors has
adopted a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those
transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its
meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including
the terms of the transaction, any contractual restrictions that the Company has already committed to, the business purpose of the transaction,
and the benefits of the transaction to the Company and to the relevant related party. Any member of the committee who has an interest
in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction,
but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related
party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit
the related party transaction.



Management will present to the audit committee
each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate
related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth
in the policy. The policy does not permit any director or executive officer to participate in the discussion of, or decision concerning,
a related person transaction in which he or she is the related party.





49







Item 14. Principal Accountant Fees and Services.



The
following is asummary of fees paid or to be paid to BDO USA, LLP (“BDO”), for services rendered.



Audit
Fees. Audit fees consist of fees paid for professional services rendered for the audit of our year-end financial statements
and services that are normally provided by BDO in connection with regulatory filings. The aggregate fees billed by BDO for professional
services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for
the respective periods and other required filings with the SEC for the year ended December 31, 2021 and for the period from March 22,
2021 (inception) through December 31, 2021 totaled $170,716. The above amounts include interim procedures and audit fees, as well
as attendance at audit committee meetings.



Audit-Related
Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance
of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest
services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We
did not pay BDO for consultations concerning financial accounting and reporting standards for the period from March 22, 2021 (inception)
through December 31, 2021.



Tax
Fees. We did not pay BDO for tax planning and tax advice for the period from March 22, 2021 (inception) through December 31,
2021.



All
Other Fees. We did not pay BDO for other services for the period from March 22, 2021 (inception) through December 31,
2021.



Pre-Approval Policy



Our audit committee was formed upon the consummation
of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services
rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee,
and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be
performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described
in the Exchange Act which are approved by the audit committee prior to the completion of the audit).





50







PART IV



Item 15. Exhibit and Financial Statement Schedules.



| | (a) | The following documents are filed as part of this report:
| | --- | ---------------------------------------------------------



| | (1) | Financial Statements
| | --- | --------------------



See Index to Consolidated Financial Statements,
which appears on page F-1 hereof. The financial statements listed in the accompanying Index to Consolidated Financial Statements
are filed herewith in response to this Item.



| | (2) | Financial Statements Schedules
| | --- | ------------------------------



All financial statement schedules are omitted because
they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements
and notes thereto in is Item 15 of Part IV below.



| | (3) | Exhibits
| | --- | --------



We hereby file or incorporate by reference as part
of this Report the exhibits listed in the Exhibit Index below. Copies of such material can be obtained on the SEC website at www.sec.gov.





51







EXHIBIT INDEX



|No.    |  | Description of Exhibit                                                                                                                                                                                                                                                            | 
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|3.1    |  | Amended and Restated Memorandum and Articles of Association, dated December 1, 2021, of the Company (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K (File No. 001-41113), filed with the SEC on December 7, 2021).                                           
|       |  |                                                                                                                                                                                                                                                                                  
|4.1    |  | Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company's Amendment No. 1 to the Registration Statement on Form S-1/A (File No. 001-41113), filed with the SEC on November 24, 2021).                                                                 
|       |  |                                                                                                                                                                                                                                                                                  
|4.2    |  | Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company's Amendment No. 1 to the Registration Statement on Form S-1/A (File No. 001-41113), filed with the SEC on November 24, 2021).                                                       
|       |  |                                                                                                                                                                                                                                                                                  
|4.3    |  | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company's Amendment No. 1 to the Registration Statement on Form S-1/A (File No. 001-41113), filed with the SEC on November 24, 2021).                                                              
|       |  |                                                                                                                                                                                                                                                                                  
|4.4    |  | Warrant Agreement, dated December 1, 2021, between the Company and  Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K (File No. 001-41113), filed with the SEC on December 7, 2021).              
|       |  |                                                                                                                                                                                                                                                                                  
|4.5*   |  | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.                                                                                                                                                                              
|       |  |                                                                                                                                                                                                                                                                                  
|10.1   |  | Letter Agreement, dated December 1, 2021, among the Company and its officers, directors, advisors and the Sponsor (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K (File No. 001-41113), filed with the SEC on December 7, 2021).                            
|       |  |                                                                                                                                                                                                                                                                                  
|10.1   |  | Securities Subscription Agreement, dated as of April 7, 2021, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 (File No. 001-41113), filed with the SEC on November 8, 2021).               
|       |  |                                                                                                                                                                                                                                                                                  
|10.2   |  | Investment Management Trust Agreement, dated December 1, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K (File No. 001-41113), filed with the SEC on December 7, 2021).
|       |  |                                                                                                                                                                                                                                                                                  
|10.3   |  | Registration Rights Agreement, dated December 1, 2021, among the Company, the Sponsor and certain other security holders of the Company (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K (File No. 001-41113), filed with the SEC on December 7, 2021).      
|       |  |                                                                                                                                                                                                                                                                                  
|10.4   |  | Private Placement Warrants Purchase Agreement, dated December 1, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 of the Company's Form 8-K (File No. 001-41113), filed with the SEC on December 7, 2021).                                   
|       |  |                                                                                                                                                                                                                                                                                  
|10.5   |  | Form of Indemnity Agreement, dated December 1, 2021, between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.5 of the Company's Form 8-K (File No. 001-41113), filed with the SEC on December 7, 2021).                              
|       |  |                                                                                                                                                                                                                                                                                  
|14.1   |  | Code of Conduct and Ethics (incorporated by reference to Exhibit 14 to Amendment No. 1 the Company’s Registration Statement on Form S-1 (File No. 333-254062) filed with the SEC on March 24, 2021).                                                                             
|       |  |                                                                                                                                                                                                                                                                                  
|31.1*  |  | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                           
|       |  |                                                                                                                                                                                                                                                                                  
|31.2*  |  | Certification of Principal Financial
Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.                                                                                                          
|       |  |                                                                                                                                                                                                                                                                                  
|32.1** |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                           
|       |  |                                                                                                                                                                                                                                                                                  
|32.2** |  | Certification of Principal Financial
Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                                                                                                                           



* Filed herewith.



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





52







Item 16. Form 10–K Summary.



None.





53







INDEX TO FINANCIAL STATEMENTS



|                                                                                                                                                                         | Page
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----
|                                                                                                                                                                         |     
|Report of Independent Registered Public Accounting Firm (BDO USA, LLP New York, New York PCAOB ID#243)                                                                   | F-2 
|Balance Sheet as of December 31, 2021                                                                                                                                    | F-3 
|Statement of Operations for the period from March 22, 2021 (inception) through December 31, 2021                                                                         | F-4 
|Statement of Changes in Ordinary Share Subject to Possible Redemption
and Shareholders' Deficit for the period from March 22, 2021 (inception) through December 31, 2021 | F-5 
|Statement of Cash Flows for the period from March 22, 2021 (inception) through December 31, 2021                                                                         | F-6 
|Notes to Financial Statements                                                                                                                                            | F-7 





F-1







Report of Independent Registered Public Accounting
Firm



To the Shareholders and Board of
Directors of

Games & Esports Experience Acquisition Corp.

Los Angeles, CA



Opinion on the
Financial Statements



We have audited the accompanying balance
sheet of Games & Esports Experience Acquisition Corp. (the “Company”) as of December 31, 2021, the related statement
of operations,  changes in ordinary shares subject to possible redemption and shareholders' deficit, and cash flows for the
period from March 22, 2021 (inception) through 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 period from
March 22, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the
United States of America.



Going Concern
Uncertainty



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, as of December
31, 2021, the Company does not have sufficient cash and working capital to sustain its operations which raise substantial doubt about
the Company’s ability to continue as a going concern. Management’s plans in regard to this matter 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 statement 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 statement.
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/ BDO USA, LLP



We have served as the Company's auditor since
2021.



New York, New York

March 31, 2022

PCAOB ID Number 243





F-2







GAMES & ESPORTS EXPERIENCE ACQUISITION
CORP.



BALANCE SHEET
December 31, 2021



|Assets                                                                                                            |  |   |             |  
|----------------------------------------------------------------------------------------------------------------- |  | - | ----------- | -
|Current Assets:                                                                                                   |  |   |             |  
|Cash                                                                                                              |  | $ | 987,106     |  
|Prepaid expenses                                                                                                  |  |   | 759,210     |  
|Total Current Assets                                                                                              |  |   | 1,746,316   |  
|Cash held in Trust Account                                                                                        |  |   | 205,005,299 |  
|Total Assets                                                                                                      |  | $ | 206,751,615 |  
|Liabilities, Shares Subject to Redemption and Shareholders’ Deficit:                                              |  |   |             |  
|Current Liabilities:                                                                                              |  |   |             |  
|Accounts payable                                                                                                  |  | $ | 15,716      |  
|Accrued expenses                                                                                                  |  |   | 511,532     |  
|Total Current Liabilities                                                                                         |  |   | 527,248     |  
|Warrant liability                                                                                                 |  |   | 17,600,000  |  
|Deferred underwriting commissions                                                                                 |  |   | 7,000,000   |  
|Total Liabilities                                                                                                 |  | $ | 25,127,248  |  
|Commitments and Contingencies                                                                                     |  |   |             |  
|Class A ordinary shares subject to possible redemption,
    20,000,000 shares at redemption value                 |  |   | 205,005,299 |  
|Shareholders’ Deficit:                                                                                            |  |   |             |  
|Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding                    |  |   | –           |  
|Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; none issued and outstanding            |  |   | –           |  
|Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding |  |   | 500         |  
|Additional paid-in capital                                                                                        |  |   | -           |  
|Accumulated deficit                                                                                               |  |   | (23,381,432 | )
|Total Deficit                                                                                                     |  |   | (23,380,932 | )
|Total Liabilities, Shares Subject to Redemption and Shareholders’ Deficit                                         |  | $ | 206,751,615 |  





F-3







GAMES & ESPORTS EXPERIENCE ACQUISITION
CORP.



STATEMENT OF OPERATIONS



For the period from March 22, 2021 (inception)
through December 31, 2021



|General and administrative expenses                             |  | $ | (158,089  | )
|--------------------------------------------------------------- |  | - | --------- | -
|Loss from operations                                            |  |   | (158,089  | )
|Other income (expense)                                          |  |   |           |  
|Offering costs allocated to derivative warrant liabilities      |  |   | (419,250  | )
|Change in fair value of derivative warrant liabilities          |  |   | 662,500   |  
|Interest income on securities held in Trust Account             |  |   | 5,299     |  
|Total other income                                              |  |   | 248,549   |  
|Net income                                                      |  |   | 90,460    |  
|Weighted average ordinary shares outstanding, basic and diluted |  |   |           |  
|Class A – Ordinary shares                                       |  |   | 1,690,141 |  
|Class B – Ordinary shares                                       |  |   | 4,385,783 |  
|Basic and diluted net income (loss) per ordinary share          |  |   |           |  
|Class A – Ordinary shares                                       |  | $ | 3.04      |  
|Class B – Ordinary shares                                       |  | $ | (1.15     | )





F-4







GAMES & ESPORTS EXPERIENCE ACQUISITION
CORP.



STATEMENT OF CHANGES IN ORDINARY SHARES SUBJECT
TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT



For the period from March 22, 2021 (inception)
through December 31, 2021



|                                                                               |  | Class A
    Ordinary Shares Subject to Possible Redemption |            |  | Ordinary
    Shares |   |             |         |  |  | Additional |  |  |         |   |  | Total  | 
|------------------------------------------------------------------------------ |  | ---------------------------------------------------------- | ---------- |  | ------------------- | - | ----------- | ------- |  |  | ---------- |  |  | ------- | - |  | ------ | 
|                                                                               |  |                                                            |            |  |                     |   |             | Class A |  |  |            |  |  | Class B |   |  |        | 
|                                                                               |  | Shares                                                     |            |  | Amount              |   |             | Shares  |  |  | Amount     |  |  | Shares  |   |  | Amount | 
|Balance—March 22, 2021 (inception)                                             |  |                                                            | —          |  |                     | $ | —           |         |  |  | —          |  |  | $       | — |  |        | 
|Issuance of Class B ordinary shares
    to GEEX Sponsor, LLC                   |  |                                                            | —          |  |                     |   |             |         |  |  | —          |  |  |         | — |  |        | 
|Sale of Public Shares, net of $11,478,593
    issuance costs                   |  |                                                            | 20,000,000 |  |                     |   | 180,721,407 |         |  |  | —          |  |  |         | — |  |        | 
|Forfeiture of Founder Shares                                                   |  |                                                            |            |  |                     |   |             |         |  |  | —          |  |  |         | — |  |        | 
|Private placement
    Warrants – deemed capital contribution                   |  |                                                            | —          |  |                     |   | —           |         |  |  | —          |  |  |         | — |  |        | 
|Accretion of Class A ordinary shares subject to
    possible redemption amount |  |                                                            |            |  |                     |   | 24,283,892  |         |  |  | —          |  |  |         | — |  |        | 
|Net income                                                                     |  |                                                            | —          |  |                     |   |             |         |  |  | —          |  |  |         | — |  |        | 
|Balance—December 31,
    2021                                                  |  |                                                            | 20,000,000 |  |                     | $ | 205,005,299 |         |  |  | —          |  |  | $       | — |  |        | 





F-5







GAMES & ESPORTS EXPERIENCE ACQUISITION
CORP.



STATEMENT OF CASH FLOWS
For the period from March 22, 2021 (inception) through December 31, 2021



|Cash Flows from Operating Activities:                                                            |  |   |              |  
|------------------------------------------------------------------------------------------------ |  | - | ------------ | -
|Net income                                                                                       |  | $ | 90,460       |  
|Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: |  |   |              |  
|Offering costs expensed                                                                          |  |   | 419,250      |  
|Change in fair value of derivative warrant liabilities                                           |  |   | (662,500     | )
|Changes in operating assets and liabilities:                                                     |  |   |              |  
|Prepaid expenses                                                                                 |  |   | (759,210     | )
|Accounts payable                                                                                 |  |   | 15,716       |  
|Accrued expenses                                                                                 |  |   | 20,681       |  
|Net cash used in operating activities                                                            |  |   | (875,603     | )
|Investing Activities                                                                             |  |   |              |  
|Investment of cash in Trust Account                                                              |  |   | (205,000,000 | )
|Interest reinvested in the Trust Account                                                         |  |   | (5,299       | )
|Net cash and cash equivalents used in investing activities                                       |  |   | (205,005,299 | )
|Financing Activities                                                                             |  |   |              |  
|Proceeds from sale of ordinary shares to founder                                                 |  |   | 25,000       |  
|Proceeds from promissory note – related party                                                    |  |   | 450,684      |  
|Repayment of promissory note – related party                                                     |  |   | (450,684     | )
|Proceeds from Private Placement warrants                                                         |  |   | 11,250,000   |  
|Proceeds from sale of Units, net of underwriting discounts paid                                  |  |   | 196,250,000  |  
|Payment of offering costs                                                                        |  |   | (656,992     | )
|Net cash provided by financing activities                                                        |  |   | 206,868,008  |  
|Net change in cash                                                                               |  |   | 987,106      |  
|Cash—beginning of the period                                                                     |  |   | —            |  
|Cash—end of the period                                                                           |  | $ | 987,106      |  
|Supplemental disclosure of noncash financing activities:                                         |  |   |              |  
|Offering costs included in accrued expenses                                                      |  | $ | 490,852      |  
|Deferred underwriting fees included in offering costs                                            |  | $ | 7,000,000    |  





F-6







Note 1 - Description of Organization, Business Operations and
Basis of Presentation



Games & Esports Experience Acquisition
Corp (the “Company”) is a blank check company incorporated in the Cayman Islands as an exempted company on March 22,
2021. 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 or entities (any such business combination involving the Company, a “business
combination”). The Company may pursue an acquisition opportunity in any industry or geographic region.



The Company has selected December 31 as its
fiscal year-end.



As of December 31, 2021 the Company had
not commenced operations. All activity for the period from March 22, 2021 (inception) through December 31, 2021 relates
to the Company’s formation and initial public offering (the “IPO”). The Company will not generate any operating revenues
until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the
form of interest income on cash from the proceeds derived from the IPO.



Sponsor and IPO Financing



The Company’s sponsor is GEEX Sponsor, LLC.
The registration statement for the IPO was declared effective on December 1, 2021. On December 7, 2021 the Company consummated
its IPO of 20,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3, and the private sale of 11,250,000
warrants (“Private Placement Warrants”) to the Sponsor at a price of $1.00 per warrant in a private placement that closed
simultaneously with the IPO. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A
ordinary shares”) and one-half of one redeemable warrant of the Company (the “Public Warrants”), with each whole Public
Warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Company’s
management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants,
although substantially all of the net proceeds are intended to be generally applied toward consummating an initial business combination.
The underwriters were provided a 45-day option from the date of IPO to purchase up to an additional 2,625,000 Units to cover over-allotments,
if any. On December 7, 2021 the underwriters partially exercised their over-allotment option by purchasing 2,500,000 Units.



Transaction costs related to the IPO amounted to
$11,897,843 consisting of $3,750,000 of underwriting commissions (net of $250,000 in underwriter expense reimbursements to the Company),
$7,000,000 of deferred underwriting commissions, and $1,147,843 of other offering costs. Of the total offering costs from the IPO, $419,250
was expensed and $11,478,593 was charged to reduce the carrying amount of Class A Redeemable shares.



Trust Account



Upon the closing of the IPO and the private placement,
$205,000,000 has been placed in the Trust Account.



Following the closing of the IPO on December 7,
2021, an amount of $205,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants
were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government
treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion
of the initial business combination; (ii) the redemption of any Class A ordinary shares included in the Units sold in the IPO
(the “public shares”) properly submitted in connection with a shareholder vote to amend the Company’s amended and restated
memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of
the public shares if the Company does not complete the initial business combination within the completion window or (B) with respect
to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption
of the public shares if the Company is unable to complete its initial business combination within the completion window, subject to applicable
law.





F-7







Business Combination



The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the IPO, although substantially all the net proceeds are intended to be
applied toward consummating an initial business combination. There is no assurance that the Company will be able to complete an initial
business combination successfully. The Company must complete its initial business combination with one or more target businesses that
together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding any deferred underwriter’s
fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination.
The Company anticipates structuring the initial business combination so that the post-business combination company in which public Shareholders
own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however,
structure the initial business combination such that the post-business combination company owns or acquires less than 100% of such interests
or assets of the target business in order to meet certain objectives of the target management team or Shareholders or for other reasons,
but the Company will only complete such business combination if the post-business combination company owns or acquires 50% or more of
the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be
required to register as an investment company under the Investment Company Act of 1940, as amended.



Concurrently with an initial business combination
the Company currently intends to combine with Gamers Club Holdings, LLC, an affiliate of the Sponsor. Gamers Club is a gaming technology
subscription platform and community hub based in Brazil with a substantial presence in Latin America that offers a range of competitive
gaming-related functionality, including matchmaking, tournament and league play, editorial and news content, and other services. The Company
has not entered into any letter of intent or definitive agreement with Gamers Club, nor agreed to valuation or other key terms and conditions
with respect to such a possible combination transaction.



Liquidation



The Company has 15 months from the closing of the
IPO to consummate an initial business combination. If the Company anticipates that it may not be able to consummate an initial business
combination within 15 months from the consummation of the IPO, the Company may, but is not obligated to, by resolution of its board
of directors if requested by the Sponsor, extend the period of time to consummate an initial business combination up to two times by an
additional three months each time for a total of up to 21 months (the “Paid Extension Period”). In addition, the
Company is entitled to an automatic three-month extension (the “Automatic Extension Period”) if the Company has filed a preliminary
proxy statement, registration statement or similar filing for an initial Business combination during the 15-month period or Paid Extension
Period, to complete an initial Business combination. In the case of the Paid Extension Period or Automatic Extension Period, public shareholders
will not be offered the opportunity to vote on or redeem their shares if the Company chooses to make any such paid extension or in connection
with an automatic extension. If the Company is unable to consummate an initial business combination within the 15-month period (or up
to 24 months if the period of time to consummate an initial business combination is extended pursuant to the terms of the Company’s
amended and restated memorandum and articles of association), the Company will redeem 100% of the public shares at a per share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and
outstanding public shares.



Going Concern and Liquidity



At December 31, 2021, the Company had
$987,106 of cash, and $205,005,299 in cash held in the Trust Account to be used for an initial business combination or to repurchase its
public shares in connection therewith, and working capital of approximately $1,219,068.



Over
the next 15 months(or up to 24 months if the period of time to consummate an initial business combination is extended pursuant
to the terms of the Company’s amended and restated memorandum and articles of association), the Company will be using these funds
for paying existing accounts payable, paying the legal, accounting and regulatory costs and expenses of being a public company, identifying
and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying
for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the initial
business combination.





F-8







If the Company is unable to raise additional capital,
it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending
the pursuit of an initial business combination. The Company cannot provide any assurance that new financing will be available to it on
commercially acceptable terms, if at all.



As a result of the above, in connection with the
Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards
Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”
management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about
the Company’s ability to continue as a going concern through approximately one year from the date the financial statement was issued.
The financial statement does not include any adjustments relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as a going concern.



Prior to the consummation of the IPO, the Company’s
liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of
the Founder Shares (Note 5) to the Sponsor, and a $300,000 in note payable to the Sponsor.



Risk and Uncertainties



Management is currently evaluating the impact of
the COVID-19 pandemic 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, close of the IPO, and/or search for a target company, the specific impact is not readily
determinable as of the date of these financial statements. These financial statements do not include any adjustments that might result
from the outcome of this uncertainty.



Note 2 - Summary of Significant Accounting Policies



Basis of Presentation



The accompanying financial statement is
presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant
to the rules and regulations of the U.S. Securities and Exchange Commission (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”). 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 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 will elect not to opt out of such extended transition period which means that when an accounting
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 accounting standard at the time private companies adopt the new or revised standard.





F-9







Concentration of Credit Risk



Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which at times, may exceed federally insured limits and receivables from a related party and a vendor. The Company has not experienced
losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company
had $987,106 of cash as of December 31, 2021.



Financial Instruments



The fair value of the Company’s assets and
liabilities, which qualify as financial instruments approximates the carrying amounts represented in the balance sheet.



Cash and Cash Equivalents



The Company considers all highly liquid instruments
purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with,
and credit quality of, the financial institution with which it invests.



Cash Held in Trust Account



As of December 31, 2021, the assets held in
the Trust Account were held in cash. At December 31, 2021, the Company had $205,005,299 in cash held in the Trust Account.



Offering Costs Associated with the Initial Public Offering



The Company complies with the requirements of the
ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that
were directly related to the IPO. The Company incurred offering costs aggregating to $11,897,843 as a result of the IPO, consisting of
$3,750,000 of underwriting commissions (net of $250,000 in underwriter expense reimbursements to the Company), $7,000,000 of deferred
underwriting commissions, and $1,147,843 of other offering costs.



Deferred Offering Costs



Deferred offering costs consist of legal, underwriting,
and accounting expenses incurred through the balance sheet date that were directly related to the IPO. The Company uses a relative fair
value method to allocate costs between amounts charged to expense in the Statement of Operations and those that are charged to shareholders’
equity upon the completion of the IPO.



Fair Value Measurements



Fair value is defined as the price that would be
received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
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 include:



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



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



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





F-10







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.



Use of Estimates



The preparation of 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 during the reporting period and the reported amounts of expenses during the reporting
period. Actual results could differ from those estimates.



Income Taxes



FASB
ASC Topic 740, “Income Taxes,” 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 werenounrecognized
tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only
major tax jurisdiction. The Company is currently not aware of any issues under review that could result in significant payments, accruals
or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s 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. The provision for income taxes was deemed to be de minimis for the period from March 22, 2021 (inception) through
December 31, 2021.



There is currently no taxation imposed on income
by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company.
Consequently, income taxes are not reflected in the Company’s financial statements.



Warrant Liability



The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC
815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including
whether the warrants are indexed to the Company’s own shares and whether the warrant holders could potentially require “net
cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This
assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly
period end date while the warrants are outstanding.



The Company accounts for its warrants to purchase
Class A ordinary shares as liabilities at fair value on the balance sheet. The warrants will be re-evaluated for the proper accounting
treatment at each reporting period and are subject to remeasurement at each balance sheet date and any change in fair value is recognized
as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes
in fair value until the earlier of the exercise or expiration of the warrants. At that time, the portion of the liability related to the
warrants will be reclassified to additional paid-in capital.





F-11







Ordinary Shares Subject to Possible Redemption



All of the 20,000,000 Class A ordinary shares
sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection
with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the initial business combination
and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. 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 Class A ordinary shares subject to redemption to be classified outside of permanent
equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity.



The Company recognizes changes in redemption value
immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the
end of each reporting period. Such changes are reflected in additional paid-in-capital, or in the absence of additional paid-in capital,
in accumulated deficit. On December 31, 2021, the Company recorded an accretion charge of $24,283,892.



Net Loss Per Ordinary Share



The
                                                                         Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share. TheCompany has two classes of
                                                                         shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between
                                                                         the two classes of shares. 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. Net loss for the period from inception to IPO was allocated fully to
                                                                         Class B ordinary shares. Diluted net loss per share attributable to ordinary stockholders adjusts the basic net loss per share
                                                                         attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of
                                                                         outstanding warrants. However, because the warrants are anti-dilutive, diluted loss per ordinary share is the same as basic loss per
                                                                         ordinary

share for the period presented.



With respect to the accretion of Class A ordinary shares subject to
possible redemption and consistent with ASC Topic 480-10-S99-3A, the Company treated accretion in the same manner as a dividend, paid
to the shareholder in the calculation of the net income (loss) per ordinary share.



The following table reflects the calculation of
basic and diluted net loss per ordinary share (in dollars, except per share amounts):



|                                                                              |  | For the period from                |            
|----------------------------------------------------------------------------- |  | ---------------------------------- | -----------
|                                                                              |  | March 22, 2021 (inception) through |            
|                                                                              |  | December
    31, 2021              |            
|Net loss from inception to IPO date                                           |  | $                                  | (465,625   
|Net income from IPO date to year-end                                          |  | $                                  | 556,085    
|Total income from inception to year-end                                       |  |                                    | 90,460     
|Less: Accretion of Class A redeemable shares to redemption value              |  |                                    | (23,471,892
|Net loss including accretion of Class A redeemable shares to redemption value |  | $                                  | (23,381,432



|                                                                            |  | For the period from                |            
|--------------------------------------------------------------------------- |  | ---------------------------------- | -----------
|                                                                            |  | March 22, 2021 (inception) through |            
|                                                                            |  | December 31, 2021                  |            
|                                                                            |  | Class A Redeemable                 |            
|Total number of shares                                                      |  |                                    | 20,000,000 
|Ownership percentage                                                        |  |                                    | 80         
|                                                                            |  |                                    |            
|Allocation of net loss – inception to date of initial public offering       |  |                                    | -          
|Allocation of net income – from date of initial public offering to year-end |  |                                    | 444,868    
|Total income (loss) allocated                                               |  | $                                  | 444,868    
|Less: Accretion allocation based on ownership percentage                    |  |                                    | (18,777,514
|Plus: accretion applicable to Class A redeemable shares                     |  |                                    | 23,471,892 
|Total income (loss) by Class                                                |  | $                                  | 5,139,247  
|                                                                            |  |                                    |            
|Weighted average shares                                                     |  |                                    | 1,690,141  
|Basic and diluted net income (loss) per ordinary share                      |  | $                                  | 3.04       





F-12







Recent Accounting Pronouncements



In
August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments.
ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible
instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s
own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed
to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement
to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on
a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing
the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.



Management does not believe that any recently issued,
but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.



Note 3 - Initial Public Offering



On
December 7, 2021, the Company sold 20,000,000 Units, at a purchase price of $10.00 per Unit,which included 2,500,000 Units
issued pursuant to the partial exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary
share of the Company and one-half of one redeemable Public Warrant, with each whole Public Warrant exercisable to purchase one Class A
ordinary share at a price of $11.50 per share, subject to adjustment.



Following the closing of the IPO on December 7,
2021, $205,000,000 ($10.25 per Unit), consisting of $196,000,000 of the net proceeds from the sale of the Units in the IPO and $9,000,000
of the net proceeds from the sale of the Private Placement Warrants was deposited into the Trust Account. The net proceeds deposited into
the Trust Account will be invested in United States “government securities” within the meaning of Section 2(a)(16) of
the Investment Company Act with 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 which invest only in direct U.S. government treasury obligations.



As
of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheetare reconciled
in the following table. The accretion of carrying value to redemption value was recognized on December 7, 2021:



|Gross Proceeds                                  |  | $ | 200,000,000 |  
|----------------------------------------------- |  | - | ----------- | -
|Less:                                           |  |   |             |  
|Proceeds allocated to public warrants           |  |   | (7,800,000  | )
|Class A shares issuance costs, net              |  |   | (11,478,593 | )
|Plus:                                           |  |   |             |  
|Accretion of carrying value to redemption value |  |   | 24,283,892  |  
|Contingently redeemable Class A ordinary shares |  | $ | 205,005,299 |  



Note 4 - Private Placement



On December 7, 2021, simultaneously with the
closing of the IPO, the Sponsor purchased from the Company 11,250,000 Private Placement Warrants, at $1.00 per warrant, for a total purchase
price of $11,250,000. Each Private Placement Warrant is identical to the Public Warrants, except as provided herein.



The Private Placement Warrants will not be transferable,
assignable or salable until 30 days after the consummation of the initial business combination except to permitted transferees and
are not redeemable by the Company so long as they are held by the Sponsor or its permitted transferees.





F-13







Note 5 - Related Party Transactions



Founder Shares



On
April 21, 2021, the Sponsor purchased 4,312,500 Class B ordinary shares, par value $0.0001 per share, of the Company (the “Founder
Shares”) for $25,000, or approximately $0.006 per share. On December 1, 2021, in connection with the increase in the size of
the IPO, the Company effected a share dividend of 0.16666667 of a share per outstanding Class B ordinary share, which increased the
Founder Shares outstanding to 5,031,250. This resulted in the Sponsor owning 4,856,250 Founder Shares, and certain directors and advisors
of the Company owning an aggregate of 175,000 Founder Shares. On December 7, 2021, in connection with the partial exercise of the
underwriters’ overallotment option, the Sponsor surrendered and forfeited 31,250 Founder Shares for no consideration to the Company,
which resulted in the Sponsor owning 4,825,000 Founder Shares and certain directors and advisors of the Company owning an aggregate of
$175,000 Founder Shares.



The Company’s initial shareholders, including
the Sponsor and the Company’s directors, executive officers and advisors, have 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 an initial business
combination; and (ii) subsequent to an initial business combination, (x) the date on which the Company completes a liquidation,
merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange
their Class A ordinary shares for cash, securities or other property or (y) if the closing price of Class A ordinary shares
equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and
other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial
business combination. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial
shareholders with respect to any Founder Shares.



Promissory Note - Related Party



On April 6, 2021, the Sponsor agreed to loan
the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note. This loan was non-interest
bearing, unsecured and due at the earlier of December 31, 2021 and the completion of the IPO. As of December 31, 2021, the Company
no amounts were outstanding under this note.



Note 6 - Commitments & Contingencies



Underwriting Agreement



On December 7, 2021, the Company paid a cash
underwriting discount of $3,750,000 (net of $250,000 in underwriter expense reimbursement to the Company). The underwriters are entitled
to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $7,000,000 in the aggregate,
upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement.



Registration Rights



The holders of the Founder Shares and Private Placement
Warrants and warrants that may be issued under upon conversion of any working capital loans are entitled to registration rights pursuant
to the terms of a registration rights agreement, dated December 1, 2021, with the Company. The holders of these securities are entitled
to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain
 “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion
of the initial business combination. However, the registration rights agreement provides that the Company will not permit any registration
statement filed under the Securities Act of 1933, as amended (the “Securities Act”), to become effective until termination
of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.





F-14







Note 7 - Fair Value Measurements



The following table presents information about
the Company’s assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2021 and
indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Significant deviations from
these estimates and inputs could result in a material change in fair value.



|Description                       |  | Level |   |  | December 31, 2021 |  
|--------------------------------- |  | ----- | - |  | ----------------- | -
|Assets:                           |  |       |   |  |                   |  
|Investments held in Trust Account |  |       | 1 |  |                   | $
|Liabilities:                      |  |       |   |  |                   |  
|Private Placement Warrants        |  |       | 3 |  |                   | $
|Public Warrants                   |  |       | 3 |  |                   | $



The Public and Private Placement Warrants were
accounted for as liabilities in accordance with ASC Topic 815-40 and are presented within liabilities on the balance sheet. The warrant
liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair
value of warrant liabilities in the statement of operations.



The Company used a Monte Carlo simulation model
to value the Public and the Private Placement Warrants based on a multipath random event model and future projections of the various potential
outcomes and any reset projections based on future financing events. The Public and Private Placement Warrants were classified within
Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs.



The change in the fair value of the derivative
warrant liabilities measured with Level 3 inputs for the period from March 22, 2021 (inception) through December 31, 2021 is
summarized as follows:



|Level 3 derivative warrant liabilities at March 22, 2021 (inception) |  | $ | —          |  
|-------------------------------------------------------------------- |  | - | ---------- | -
|Issuance of Public and Private Warrants                              |  |   | 18,262,500 |  
|Change in fair value of Public and Private Warrants                  |  |   | (662,500   | )
|Fair Value as of December 31, 2021                                   |  | $ | 17,600,000 |  



The key inputs into the Monte Carlo simulation
model were as follows at initial measurement and December 31, 2021 were as follows:



|                                        |  | Private Placement Warrants |            |   | Public Warrants | 
|--------------------------------------- |  | -------------------------- | ---------- | - | --------------- | 
|Risk-free interest rate                 |  |                            | 1.37       | % |                 | 
|Expected term                           |  |                            | 6.25 years |   |                 | 
|Expected volatility of underlying stock |  |                            | 8-15       | % |                 | 
|Dividends                               |  |                            | 0          | % |                 | 
|Probability of business combination     |  |                            | 90         | % |                 | 
|Redemption feature                      |  |                            | Yes        |   |                 | 



Note 8 – Shareholders’ Equity



Class A
Ordinary Shares -The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001
per share. As of December 31, 2021, there were no Class A ordinary shares issued or outstanding.





F-15







Class B
Ordinary Shares -The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001
per share. On April 21, 2021, the Company issued 4,312,500 Class B ordinary shares to the Sponsor. On December 1, 2021,
in connection with the increase in the size of the IPO, the Company effected a share dividend of 0.16666667 of a share per outstanding
Class B ordinary share, which increased the Founder Shares outstanding to 5,031,250. This resulted in the Sponsor owning 4,856,250
Founder Shares, and certain directors and advisors of the Company owning an aggregate of 175,000 Founder Shares. On December 7, 2021,
in connection with the partial exercise of the underwriters’ overallotment option, the Sponsor surrendered and forfeited 31,250
Founder Shares for no consideration to the Company, which resulted in the Sponsor owning 4,825,000 Founder Shares and certain directors
and advisors of the Company owning an aggregate of 175,000 Founder Shares and decreased the total Founder Shares outstanding to 5,000,000.



Prior to the initial business combination, only
holders of Class B ordinary shares have the right to vote on the appointment of directors. Holders of the Class A ordinary shares
included in the Units are not entitled to vote on the appointment of directors during such time. In addition, prior to the completion
of the initial business combination, holders of a majority of the Class B ordinary shares may remove a member of the Company’s
board of directors for any reason. These provisions of the Company’s memorandum and articles of association may only be amended
by a special resolution passed by at least two-thirds majority of such shareholders as, being entitled to do so, vote in person or by
proxy at a general meeting of the Company, which shall include the affirmative vote of a simple majority of the Class B ordinary
shares. With respect to any other matter submitted to a vote of the Company’s shareholders, including any vote in connection with
the initial business combination, except as required by law, holders of Class B ordinary shares and holders of the Class A ordinary
shares will vote together as a single class, with each share entitling the holder to one vote.



The
Class B ordinary shareswill automatically convert into Class A ordinary shares at the time of the initial business combination
or earlier at the option of the holders on a one for one basis, subject to adjustment for share splits, share dividends, reorganizations,
recapitalizations and the like, and subject to further adjustments. In the case that additional Class A ordinary shares, or equity-linked
securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial business
combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless
the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance
or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will
equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares (including Class B
ordinary shares) issued and outstanding upon completion of the IPO, plus (ii) 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 (net of the number of Class A ordinary
shares redeemed in connection with the initial business combination), excluding the forward purchase shares and any Class A ordinary
shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued,
to any seller in the initial business combination and any shares issued to the Sponsor, its affiliates or any member of the Company’s
management team upon conversion of working capital loans made to the Company. In no event will the Class B ordinary shares convert
into Class A ordinary shares at a rate of less than one-to-one.



Preference
Shares -The Company is authorized to issue 1,000,000 shares of preference shares, 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 Company’s board of directors.
As of December 31, 2021, there were no shares of preference shares issued or outstanding.



Public Warrants and Private Placement Warrants



Company warrants may only be exercised for a whole
number of shares. No fractional Class A ordinary shares will be issued upon exercise of the warrants. The warrants will become exercisable
30 days after the completion of an initial business combination. The warrants will expire five years after the completion of an initial
business combination or earlier upon redemption or liquidation.





F-16







No Company warrants will be exercisable for cash
unless the Company has an effective and current registration statement covering the Class A ordinary shares issuable upon exercise
of the warrants and a current prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering
the Class A ordinary shares issuable upon exercise of the warrants is not effective within 60 business days from the consummation
of an initial business combination, warrant holders may, until such time as there is an effective registration statement and during any
period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant
to the exemption from registration the Securities Act.



No Company warrants will be exercisable and the
Company will not be obligated to issue Class A ordinary shares unless at the time a holder seeks to exercise such warrant, a prospectus
relating to the Class A ordinary shares issuable upon exercise of the warrants is current and the Class A ordinary shares have
been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants.
Under the terms of the warrant agreement, the Company has agreed to use its commercially reasonable efforts to meet these conditions and
to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration
of the warrants. However, the Company cannot guarantee that it will be able to do so and, if the Company does not maintain a current prospectus
relating to the Class A ordinary shares issuable upon exercise of the warrants, holders will be unable to exercise their warrants
and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the Class A ordinary shares
issuable upon the exercise of the warrants is not current or if the Class A ordinary shares are not qualified or exempt from qualification
in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the
warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.



The Company may call the warrants for redemption,
in whole and not in part, at a price of $0.01 per warrant:



| | · | at any time while the warrants are exercisable;
| | - | -----------------------------------------------



| | · | upon not less than 30 days’ prior written notice of redemption to each warrant holder;
| | - | --------------------------------------------------------------------------------------



| | · | if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share, for any 20 trading
days within a 30-trading day period ending on the third business day prior to the notice of redemption to warrant holders; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such
warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until
the date of redemption.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company may call the warrants for redemption,
in whole and not in part, at a price of $0.10 per warrant:



| | · | at any time while the warrants are exercisable;
| | - | -----------------------------------------------



| | · | upon not less than 30 days’ prior written notice of redemption to each warrant holder, provided that warrant holders will be
able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares determined
by reference to an agreed table based on the redemption date and the “Fair Market Value” (as defined in the warrant agreement)
of the Class A ordinary shares;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per public share 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 is less than $10.00 per share;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third
trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share,
the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as
described above; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





F-17







| | · | if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such
warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until
the date of redemption.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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 its initial business
combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to
be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates,
without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of an initial business combination on the date of the completion of an initial business
combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary
shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial business
combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted
(to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, the $10.00 per share redemption
trigger price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued
Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of
the greater of the Market Value and the Newly Issued Price.



The Private Placement Warrants and their component
securities will not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject
to certain limited exceptions. Except as described below, the Private Placement Warrants are identical to the Public Warrants included
as part of the Units sold in the IPO, except that (i) the Private Placement Warrants are subject to certain transfer restrictions
until 30 days following the consummation of the Company’s initial business combination; (ii) so long as they are held by the
Sponsor or its permitted transferees, the Private Placement Warrants are not redeemable and may be exercised on a cashless basis, subject
to certain limited exceptions; and (iii) the holders thereof are entitled to certain registration rights.



If the initial business combination is not completed
within 24 months from the closing of the IPO, the Private Placement Warrants will expire worthless. The Private Placement Warrants
will not be transferable, assignable or salable until 30 days after the completion of the initial business combination. The Private
Placement Warrants are subject to the transfer restrictions and will not be redeemable so long as they are held by the Sponsor or its
permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless
basis. If the Private Placement Warrants are held by holders other than the Sponsor or their 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 included in the Units
sold in the IPO. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants sold
as part of the Units in the IPO.



The Company evaluated the Public Warrants and the
Private Placement Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’
specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging
(“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480,
meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification
under ASC 815, including whether the warrants are indexed to the Company’s own shares, among other conditions for equity classification.
Pursuant to such evaluation, the Company further evaluated the Public Warrants and the Private Placement Warrants under ASC 815-40,
Derivatives and Hedging - Contracts in Entity’s Own Equity, and concluded that neither the Public Warrants nor the Private Placement
Warrants meet the criteria to be classified in shareholders’ equity.





F-18







Note 9 - Subsequent Events



The Company evaluated events that have occurred
after the balance sheet date through the date these financial statements were issued. The Company did not identify any subsequent events
that would have required adjustment or disclosure in the financial statements.





F-19







SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                     | Games & Esports Experience Acquisition
Corp.
|-------------------- | --------------------------------------------
|                     |                                             
|Date: March 31, 2022 | By:                                         
|                     | Name:                                       
|                     | Title:                                      



Pursuant to the requirements of the Securities
Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.



|Name                    |  | Position                                                |  | Date          
|----------------------- |  | ------------------------------------------------------- |  | --------------
|                        |  |                                                         |  |               
|/s/ Ari Segal           |  | Chief Executive Officer, Co-Founder and Director        |  | March 31, 2022
|Ari Segal               |  | (Principal Executive, Financial and Accounting Officer) |  |               
|                        |  |                                                         |  |               
|/s/ Tomi Kovanen        |  | Chief Operating Officer, Co-Founder and Director        |  | March 31, 2022
|Tomi Kovanen            |  |                                                         |  |               
|                        |  |                                                         |  |               
|/s/ Karen Brodkin       |  | Director                                                |  | March 31, 2022
|Karen Brodkin           |  |                                                         |  |               
|                        |  |                                                         |  |               
|/s/ Steven A. Cohen     |  | Director                                                |  | March 31, 2022
|Steven A. Cohen         |  |                                                         |  |               
|                        |  |                                                         |  |               
|/s/ Margaret C. Whitman |  | Director                                                |  | March 31, 2022
|Margaret C. Whitman     |  |                                                         |  |