[PART I. FINANCIAL INFORMATION](index=4&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements, including Balance Sheets, Statements of Operations, Changes in Shareholders' Deficit, and Cash Flows, with detailed explanatory notes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) | Metric | March 31, 2022 (Unaudited) ($) | December 31, 2021 (Audited) ($) | |:------------------------------------------------|:---------------------------|:----------------------------| | Cash | $109,240 | $551,258 | | Total Current Assets | $173,612 | $621,664 | | Cash and marketable securities in Trust Account | $345,171,114 | $345,031,308 | | Total Assets | $345,344,726 | $345,652,972 | | Total Current Liabilities | $212,641 | $182,120 | | Deferred underwriting fee | $12,075,000 | $12,075,000 | | Warrant liabilities | $12,833,955 | $23,093,608 | | Total Liabilities | $25,121,596 | $35,350,728 | | Total Shareholders' Deficit | $(24,928,174) | $(34,729,064) | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) | Metric | Three Months Ended March 31, 2022 ($) | Three Months Ended March 31, 2021 ($) | |:---------------------------------------------------------------------|:----------------------------------|:----------------------------------| | Operating costs | $478,573 | $87,220 | | Loss from operations | $(478,573) | $(87,220) | | Interest earned on cash and marketable securities held in Trust Account | $119,996 | $7,153 | | Change in fair value of warrant liability | $10,259,653 | $(874,300) | | Net income (loss) | $9,920,886 | $(4,901,560) | | Basic and diluted net income (loss) per share, Class A ordinary shares | $0.23 | $(0.24) | [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) | Metric | Balance as of Dec 31, 2021 ($) | Balance as of Mar 31, 2022 ($) | |:--------------------------------------------------------------------|:---------------------------|:---------------------------| | Total Shareholders' Deficit | $(34,729,064) | $(24,928,174) | | Remeasurement of Class A ordinary shares subject to possible redemption | $(119,996) | $(119,996) | | Net income | N/A | $9,920,886 | | Metric | Balance as of Dec 31, 2020 ($) | Balance as of Mar 31, 2021 ($) | |:--------------------------------------------------------------------|:---------------------------|:---------------------------| | Total Shareholders' Deficit | $16,908 | $(38,589,228) | | Class B ordinary shares issued to Sponsor | N/A | $144 | | Remeasurement of Class A ordinary shares subject to possible redemption | N/A | $(33,704,720) | | Net loss | N/A | $(4,901,560) | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) | Metric | Three Months Ended March 31, 2022 ($) | Three Months Ended March 31, 2021 ($) | |:------------------------------------------------|:----------------------------------|:----------------------------------| | Net income (loss) | $9,920,886 | $(4,901,560) | | Net cash used in operating activities | $(442,018) | $(569,102) | | Net cash used in investing activities | $0 | $(345,000,000) | | Net cash provided by financing activities | $0 | $346,464,940 | | Net change in cash | $(442,018) | $895,838 | | Cash, beginning of period | $551,258 | $0 | | Cash, end of the period | $109,240 | $895,838 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) This section provides detailed notes on the company's organization, accounting policies, IPO, private placement, related party transactions, commitments, and fair value measurements [Note 1 — Organization and Business Operations](index=8&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operations) This note details the company's incorporation, IPO, private placement, transaction costs, trust account, business combination deadline, and going concern considerations - The Company was incorporated on December 18, 2020, as a Cayman Islands exempted company, for the purpose of effecting a business combination[20](index=20&type=chunk) - As of March 31, 2022, the Company had not commenced any operations, with activities focused on formation, initial public offering (IPO), and identifying a target for a Business Combination[20](index=20&type=chunk) - The Company consummated its IPO on February 26, 2021, issuing **34,500,000 units at $10.00 per unit**, generating gross proceeds of **$345,000,000**[21](index=21&type=chunk) - Simultaneously with the IPO, the Company sold **8,900,000 Private Warrants** to the Sponsor at **$1.00 per warrant**, generating **$8,900,000**[22](index=22&type=chunk) - Transaction costs for the IPO amounted to **$19,540,060**, including underwriting commissions and other offering costs[22](index=22&type=chunk) - Following the IPO, **$345,000,000** was placed in a Trust Account, to be invested in U.S. government treasury bills or money market funds, and will not be released until the completion of a Business Combination, redemption of Public Shares, or amendment to the Company's articles of association[23](index=23&type=chunk) - The Company has until **February 26, 2023**, to complete the initial Business Combination. Failure to do so will result in liquidation and redemption of Public Shares[26](index=26&type=chunk) - On September 19, 2021, the Company entered into a Business Combination Agreement to acquire Tiedemann Wealth Management Holdings, LLC, TIG Trinity GP, LLC, TIG Trinity Management, LLC, and Alvarium Investments Limited, with the transaction expected to close in **Q3 2022**[29](index=29&type=chunk)[31](index=31&type=chunk) - The Company is evaluating the impact of the COVID-19 pandemic and the Russia-Ukraine war, noting potential negative effects on its financial position and search for a target company, though the specific impact is not yet determinable[32](index=32&type=chunk) - As of March 31, 2022, the Company had **$109,240** in its operating bank account and a working capital deficit of **$39,029**, raising substantial doubt about its ability to continue as a going concern if the Business Combination is not consummated by February 26, 2023[33](index=33&type=chunk)[34](index=34&type=chunk) [Note 2 — Significant Accounting Policies](index=10&type=section&id=Note%202%20%E2%80%94%20Significant%20Accounting%20Policies) This note outlines the accounting policies for interim financial statements, emerging growth company status, warrants, offering costs, redeemable shares, and net income per share calculation - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information, with certain disclosures condensed or omitted per SEC rules[35](index=35&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[36](index=36&type=chunk)[37](index=37&type=chunk) - Warrants are accounted for as derivative liabilities and measured at fair value, with changes recognized in the Statements of Operations[42](index=42&type=chunk) - Offering costs associated with warrant liabilities are expensed as incurred, while those for Class A ordinary shares are charged to temporary equity[43](index=43&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity at redemption value, outside of shareholders' deficit[45](index=45&type=chunk) - The Company's net income (loss) per share is computed using the two-class method, with earnings and losses shared pro rata between Class A and Class B ordinary shares[51](index=51&type=chunk)[52](index=52&type=chunk) [Note 3 — Initial Public Offering](index=14&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) This note describes the IPO details, including units sold, warrant terms, and redemption conditions for public warrants - On February 26, 2021, the Company sold **34,500,000 Units at $10.00 per Unit**, each consisting of one Class A ordinary share and one-third of one redeemable warrant[59](index=59&type=chunk) - Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at **$11.50**, exercisable 12 months from IPO closing or 30 days after initial Business Combination, expiring five years after the Business Combination[60](index=60&type=chunk) - The Company may redeem outstanding Public Warrants at **$0.01 per Warrant** if the Class A ordinary share price equals or exceeds **$18.00** for 20 trading days within a 30-trading day period, provided a registration statement for the underlying shares is in effect[63](index=63&type=chunk) [Note 4 — Private Placement](index=15&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) This note details the private placement of warrants to the Sponsor, including proceeds and warrant characteristics - The Sponsor purchased **8,900,000 Private Warrants at $1.00 each**, generating **$8,900,000**, with proceeds added to the Trust Account[64](index=64&type=chunk) - Private Warrants are identical to Public Warrants but are not redeemable by the Company and may be exercised on a cashless basis as long as held by the Sponsor or permitted transferees[65](index=65&type=chunk) [Note 5 — Related Party Transactions](index=15&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) This note outlines transactions with related parties, including founder shares, promissory notes, and administrative service fees - The Company issued **8,625,000 founder shares** to the Sponsor and independent directors, which are subject to transfer restrictions until certain conditions related to the Business Combination are met[67](index=67&type=chunk)[69](index=69&type=chunk) - The Sponsor provided an unsecured promissory note for up to **$250,000** for IPO expenses, of which **$144,890** was borrowed and repaid on February 26, 2021[70](index=70&type=chunk) - The Company pays the Sponsor **$10,000 per month** for administrative services, incurring **$30,000** for the three months ended March 31, 2022, and **$20,000** for the same period in 2021[72](index=72&type=chunk) [Note 6 — Commitments and Contingencies](index=16&type=section&id=Note%206%20%E2%80%94%20Commitments%20and%20Contingencies) This note details the company's commitments, including deferred underwriting commissions and registration rights agreements - Underwriters received a cash underwriting fee of **$6,900,000** upon IPO consummation and are entitled to a deferred underwriting commission of **$12,075,000**, payable only upon completion of an initial Business Combination[73](index=73&type=chunk)[74](index=74&type=chunk) - The Company has a registration rights agreement for founder shares, Private Warrants, and warrants from Working Capital Loans, requiring registration for resale[75](index=75&type=chunk)[77](index=77&type=chunk) [Note 7 — Class A Ordinary Shares Subject to Possible Redemption](index=17&type=section&id=Note%207%20%E2%80%94%20Class%20A%20Ordinary%20Shares%20Subject%20to%20Possible%20Redemption) This note explains the classification of Class A ordinary shares subject to possible redemption as temporary equity - As of March 31, 2022, and December 31, 2021, **34,500,000 Class A ordinary shares** were issued and outstanding and subject to possible redemption, classified as temporary equity[78](index=78&type=chunk) [Note 8 — Shareholders' Deficit](index=17&type=section&id=Note%208%20%E2%80%94%20Shareholders'%20Deficit) This note describes the authorized and outstanding share capital, including preference shares and Class B ordinary shares - The Company is authorized to issue **1,000,000 preference shares** and **20,000,000 Class B ordinary shares**. As of March 31, 2022, and December 31, 2021, no preference shares were issued, but **8,625,000 Class B ordinary shares** were outstanding[79](index=79&type=chunk)[80](index=80&type=chunk) - Class B ordinary shares will automatically convert into Class A ordinary shares upon the initial Business Combination at a specified ratio[81](index=81&type=chunk) [Note 9 — Fair Value Measurements](index=17&type=section&id=Note%209%20%E2%80%94%20Fair%20Value%20Measurements) This note provides fair value measurements for assets and liabilities, particularly warrants, and the valuation inputs used Fair Value of Assets and Liabilities | Asset/Liability | March 31, 2022 ($) | December 31, 2021 ($) | |:----------------------------|:---------------|:------------------| | U.S. Money Market in Trust | $345,171,114 | $345,031,308 | | Public Warrants Liability | $7,187,500 | $12,765,000 | | Private Warrants Liability | $5,646,455 | $10,328,609 | | Total Liabilities | $12,833,955 | $23,093,609 | - Public Warrants are classified as **Level 1** (quoted active market prices), while Private Warrants are classified as **Level 3** (unobservable inputs) for fair value measurement[84](index=84&type=chunk) Valuation Inputs for Private Warrants | Metric | March 31, 2022 | December 31, 2021 | |:----------------------------|:---------------|:------------------| | Risk-free interest rate | 2.42% | 1.30% | | Expected term remaining (years) | 5.39 | 5.49 | | Expected volatility | 8.8% | 17.5% | | Stock price | $9.87 | $9.88 | [Note 10 — Subsequent Events](index=19&type=section&id=Note%2010%20%E2%80%94%20Subsequent%20Events) This note confirms no subsequent events requiring adjustment or disclosure were identified after the balance sheet date - The Company did not identify any subsequent events requiring adjustment or disclosure after the balance sheet date up to the issuance of the unaudited condensed financial statements[87](index=87&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operations, and status as a blank check company, including recent business combination developments, quarterly financial performance, liquidity, and critical accounting policies [Overview](index=20&type=section&id=Overview) This section provides an overview of Cartesian Growth Corporation as a blank check company and its strategy for business combination - Cartesian Growth Corporation is a blank check company incorporated on December 18, 2020, aiming to complete a business combination, focusing on high-growth businesses with transnational operations[90](index=90&type=chunk) - The Company intends to use cash from its IPO, private placement warrants, securities, debt, or a combination thereof for its initial business combination[91](index=91&type=chunk) [Recent Developments](index=20&type=section&id=Recent%20Developments) This section details recent developments, including the business combination agreement and its amendment, and PIPE subscription agreements - On September 19, 2021, the Company entered into a Business Combination Agreement to acquire Tiedemann Wealth Management Holdings, LLC, TIG Trinity GP, LLC, TIG Trinity Management, LLC, and Alvarium Investments Limited, with the transaction expected to close in the **third quarter of 2022**[92](index=92&type=chunk)[94](index=94&type=chunk)[96](index=96&type=chunk) - The Business Combination Agreement was amended on February 11, 2022, to extend the Outside Date to **July 29, 2022**, and modify lock-up periods for Lock-up Shares[30](index=30&type=chunk) - Concurrently with the Business Combination Agreement, the Company entered into PIPE Subscription Agreements with investors to purchase Class A Common Stock for an aggregate value of **$164,999,807** (**16,836,715 shares at $9.80 per share**)[97](index=97&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, focusing on net income, operating loss, and changes in warrant liabilities - The Company has not generated any operating revenues to date, with activities focused on organizational tasks and identifying a target for a business combination[101](index=101&type=chunk) Net Income (Loss) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | |:---------------------------------------------------------------------|:----------------------------------|:----------------------------------| | Net income (loss) | $9.92 million | $(4.90) million | | Loss from operations | $(0.48) million | $(0.09) million | | Interest earned on cash and marketable securities held in Trust Account | $0.12 million | $0.01 million | | Gain (Loss) from change in fair value of warrant liabilities | $10.30 million | $(0.87) million | [Liquidity, Capital Resources and Going Concern Consideration](index=22&type=section&id=Liquidity,%20Capital%20Resources%20and%20Going%20Concern%20Consideration) This section discusses the company's liquidity, capital resources, and the going concern assessment in relation to its business combination deadline - Following the IPO and private placement, **$345,000,000** was placed in the trust account[104](index=104&type=chunk) - As of March 31, 2022, the Company had approximately **$0.11 million** in cash available for working capital needs, with the remaining cash held in the trust account[104](index=104&type=chunk) - The Company is within 12 months of its mandatory liquidation date of **February 26, 2023**, and the consummation of the Proposed Business Combination in **Q3 2022** is anticipated to alleviate going concern concerns[109](index=109&type=chunk) - The liquidation requirement raises substantial doubt about the Company's ability to continue as a going concern if the Proposed Business Combination is not consummated[110](index=110&type=chunk) [Off-Balance Sheet Arrangements](index=23&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of any off-balance sheet arrangements for the company - The Company did not have any off-balance sheet arrangements as of March 31, 2022[111](index=111&type=chunk) [Contractual Obligations](index=23&type=section&id=Contractual%20Obligations) This section outlines the company's contractual obligations, including administrative fees and deferred underwriting commissions - The Company has no long-term debt, capital lease, operating lease, or purchase obligations, other than a monthly administrative service fee of **$10,000** payable to the Sponsor[112](index=112&type=chunk) - A deferred underwriting commission of **$12,075,000** is payable to underwriters from the Trust Account upon completion of an initial Business Combination[113](index=113&type=chunk) [Critical Accounting Policies](index=24&type=section&id=Critical%20Accounting%20Policies) This section details the company's critical accounting policies, particularly for warrants, offering costs, and redeemable shares - Warrants are accounted for as derivative liabilities at fair value, with changes recognized in the statements of operations[115](index=115&type=chunk) - Offering costs related to warrant liabilities are expensed, while those for Class A ordinary shares are charged to temporary equity[116](index=116&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity at redemption value[117](index=117&type=chunk) - Net income (loss) per ordinary share is calculated using the two-class method, with earnings and losses allocated proportionally to Class A and Class B shares[119](index=119&type=chunk)[121](index=121&type=chunk) [Recent Accounting Standards](index=25&type=section&id=Recent%20Accounting%20Standards) This section addresses the impact of recently issued accounting standards on the company's financial statements - Management does not believe any recently issued, but not yet effective, accounting standards would materially affect the financial statements if currently adopted[122](index=122&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures regarding market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[123](index=123&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective due to a material weakness in accounting for complex financial instruments, with remediation efforts underway - Management concluded that the Company's disclosure controls and procedures were **not effective** as of March 31, 2022[126](index=126&type=chunk) - A **material weakness** was identified in internal controls over financial reporting related to the proper accounting classification of Class A ordinary shares subject to possible redemption[126](index=126&type=chunk) - The Company is devoting significant effort and resources to remediate and improve its internal control over financial reporting, including enhanced analyses by personnel and third-party professionals[127](index=127&type=chunk) [PART II. OTHER INFORMATION](index=26&type=section&id=Part%20II.%20Other%20Information) [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings for the current period - The Company has no legal proceedings[128](index=128&type=chunk) [Item 1A. Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) This section references risk factors from the 2021 Annual Report, noting an amended risk factor regarding regulatory changes, particularly new SEC proposed rules for SPAC business combinations - No material changes to risk factors disclosed in the 2021 Annual Report, except for an amended risk factor regarding changes in laws or regulations[128](index=128&type=chunk) - The SEC's proposed rules on SPAC business combinations, if adopted, may materially adversely affect the Company's business, including its ability to negotiate and complete its initial business combination, and may increase associated costs and time[129](index=129&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered sales of equity securities, including founder shares and private placement warrants, and outlines the use of proceeds from the IPO and private placement - On December 31, 2020, the Company issued **7,187,500 founder shares** to the sponsor for **$25,000**, and later recapitalized to **8,625,000 founder shares**, with no underwriting discounts[130](index=130&type=chunk) - On February 26, 2021, the Company consummated the IPO of **34,500,000 units at $10.00 per unit**, generating **$345,000,000**[131](index=131&type=chunk) - Simultaneously with the IPO, **8,900,000 private placement warrants** were sold to the sponsor at **$1.00 per warrant**, generating **$8,900,000**[135](index=135&type=chunk) - After deducting underwriting discounts and offering expenses, total net proceeds from the IPO and private placement were **$346,000,000**, of which **$345,000,000** was placed in the trust account[137](index=137&type=chunk) [Item 3. Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - The Company has no defaults upon senior securities[137](index=137&type=chunk) [Item 4. Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[137](index=137&type=chunk) [Item 5. Other Information](index=27&type=section&id=Item%205.%20Other%20Information) The company reported no other information for the period - The Company has no other information to report[137](index=137&type=chunk) [Item 6. Exhibits](index=27&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report, including amendments to the Business Combination Agreement, organizational documents, certifications, and XBRL documents - Exhibits include Amendment No. 1 to Business Combination Agreement, Amended and Restated Memorandum and Articles of Association, Certifications of Principal Executive and Financial Officers, and Inline XBRL documents[139](index=139&type=chunk)[140](index=140&type=chunk) [SIGNATURES](index=29&type=section&id=SIGNATURES) - The report was signed on May 13, 2022, by Peter Yu, Chief Executive Officer, and Gregory Armstrong, Chief Financial Officer[142](index=142&type=chunk)[143](index=143&type=chunk)

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) This part covers the company's unaudited financial statements, management's discussion, market risk disclosures, and controls and procedures [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) This section presents the unaudited condensed financial statements for the period ended June 30, 2021, including the balance sheet, statement of operations, and related notes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This section presents the company's unaudited condensed balance sheets as of June 30, 2021, and December 31, 2020, highlighting assets, liabilities, and equity Condensed Balance Sheet Highlights (Unaudited) | Account | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $831,388 | $— | | Cash and securities held in Trust Account | $345,019,579 | $— | | **Total Assets** | **$346,194,399** | **$130,686** | | **Liabilities & Equity** | | | | Warrant liability | $18,434,481 | $— | | Total liabilities | $30,530,800 | $113,634 | | Class A ordinary shares subject to possible redemption | $310,663,596 | $— | | Total shareholders' equity | $5,000,003 | $17,052 | [Condensed Statement of Operations](index=5&type=section&id=Condensed%20Statement%20of%20Operations) This section details the unaudited condensed statement of operations for the periods ended June 30, 2021, focusing on net income and warrant liability changes Statement of Operations Highlights (Unaudited) | Metric | Six months ended June 30, 2021 | Three months ended June 30, 2021 | | :--- | :--- | :--- | | Loss from operations | $(298,491) | $(211,271) | | Change in fair value of warrant liability | $8,570,219 | $9,444,519 | | **Net Income** | **$4,344,114** | **$9,245,674** | | Basic and diluted net income per share, Non-redeemable shares | $0.41 | $0.71 | [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) This section outlines the unaudited condensed statement of cash flows for the six months ended June 30, 2021, categorizing cash activities Cash Flow Summary for Six Months Ended June 30, 2021 (Unaudited) | Cash Flow Category | Amount | | :--- | :--- | | Net cash used in operating activities | $(628,552) | | Net cash used in investing activities | $(345,000,000) | | Net cash provided by financing activities | $346,459,940 | | **Net change in cash** | **$831,388** | | **Cash, end of the period** | **$831,388** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) This section provides detailed notes to the unaudited condensed financial statements, covering company formation, IPO, and warrant reclassification - The Company is a SPAC incorporated on December 18, 2020, with the purpose of effecting a business combination, and has until February 26, 2023, to complete an initial Business Combination[21](index=21&type=chunk)[27](index=27&type=chunk) - On February 26, 2021, the Company consummated its IPO of **34,500,000 units at $10.00 per unit**, generating gross proceeds of **$345,000,000**, and simultaneously sold **8,900,000 private warrants** to its sponsor for **$8,900,000**[22](index=22&type=chunk)[23](index=23&type=chunk) - The Company restated its previously issued balance sheet from February 26, 2021, to reclassify public and private warrants as liabilities instead of equity, following SEC Staff guidance, resulting in a **$27.0 million increase to warrant liabilities**[33](index=33&type=chunk)[34](index=34&type=chunk)[37](index=37&type=chunk) - The Company pays its Sponsor **$10,000 per month** for office space, utilities, and administrative support services[85](index=85&type=chunk) - As of June 30, 2021, the fair value of warrant liabilities was **$18.4 million**, with Public Warrants classified as Level 1 and Private Warrants as Level 3 (valued using a Monte Carlo simulation)[96](index=96&type=chunk)[97](index=97&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company is a blank-check company with no operations or revenue to date, reporting a net income of approximately $4.34 million for the six months ended June 30, 2021, primarily due to a non-cash gain from warrant liabilities - The company is a blank check company incorporated on December 18, 2020, seeking to complete a business combination, with an intent to focus on high-growth businesses with transnational operations[104](index=104&type=chunk) Financial Summary for Six Months Ended June 30, 2021 | Metric | Amount | | :--- | :--- | | Net Income | ~$4.34 million | | Loss from Operations | $0.3 million | | Gain from change in fair value of warrant liabilities | $8.6 million | - As of June 30, 2021, the company had approximately **$0.8 million in cash** available for working capital needs, with **$345,019,579 held in the Trust Account**[110](index=110&type=chunk)[111](index=111&type=chunk) - The company has a contractual obligation to pay its Sponsor a monthly fee of **$10,000** for administrative support and owes a deferred underwriting commission of **$12,075,000**, payable only upon completion of a business combination[117](index=117&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company is classified as a smaller reporting company and, as such, is not required to provide the information for this item - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide the information otherwise required under this item[125](index=125&type=chunk) [Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2021, due to a material weakness in internal control over financial reporting related to warrant accounting - Management concluded that disclosure controls and procedures were **not effective** as of the end of the fiscal quarter ended June 30, 2021[127](index=127&type=chunk) - A material weakness was identified in internal controls due to the improper accounting classification of warrants issued in February 2021, prompted by an SEC Staff statement identifying this as a widespread industry practice issue[127](index=127&type=chunk) - The company is implementing a remediation plan to enhance its system of evaluating and applying accounting standards, which includes consulting with third-party professionals[129](index=129&type=chunk) [Part II. Other Information](index=28&type=section&id=Part%20II.%20Other%20Information) This part includes legal proceedings, updated risk factors, details on unregistered equity sales, and other required disclosures [Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - None[131](index=131&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, primarily focusing on issues arising from the reclassification of warrants as liabilities, including potential financial fluctuations, identified material weakness, and increased litigation risk - The accounting of warrants as liabilities means their fair value will be re-measured each reporting period, which could cause material, non-cash fluctuations in financial results[132](index=132&type=chunk)[133](index=133&type=chunk) - A material weakness in internal control over financial reporting has been identified, which could adversely affect the company's ability to report financial results accurately and in a timely manner[133](index=133&type=chunk)[134](index=134&type=chunk) - The company faces potential litigation and other disputes as a result of the material weakness in its internal control over financial reporting and the restatement of its financial statements[139](index=139&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered equity sales and the allocation of IPO proceeds, including the Sponsor's purchase of Founder Shares and Private Warrants, and the deposit of IPO proceeds into the Trust Account - On December 31, 2020, the company issued founder shares to the Sponsor, which, after a recapitalization, totaled **8,625,000 shares** for a subscription price of **$25,000**[140](index=140&type=chunk) - On February 26, 2021, the company sold **8,900,000 Private Warrants** to the Sponsor at **$1.00 per warrant**, generating total proceeds of **$8,900,000**[142](index=142&type=chunk) - Total net proceeds from the IPO and Private Placement were **$346,000,000**, of which **$345,000,000** was placed in the Trust Account[145](index=145&type=chunk) [Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[145](index=145&type=chunk) [Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[145](index=145&type=chunk) [Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[145](index=145&type=chunk) [Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the quarterly report, which include the company's Amended and Restated Memorandum and Articles of Association, officer certifications, and Inline XBRL documents - The report includes several exhibits, such as the company's governing documents (3.1), certifications by the Principal Executive Officer and Principal Financial Officer (31.1, 31.2, 32.1, 32.2), and XBRL data files[147](index=147&type=chunk)

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) This section presents the unaudited financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures for the quarter ended March 31, 2021 [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The company's post-IPO financial position as of March 31, 2021, reflects a significant trust account balance and a net loss primarily due to warrant liability reclassification [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2021, the company held $345 million in a trust account, with total assets of $346.4 million and total liabilities of $40.0 million, including warrant liabilities Condensed Balance Sheet Summary (as of March 31, 2021) | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | $895,838 | | Cash and securities held in Trust Account | $345,007,153 | | **Total Assets** | **$346,381,364** | | **Liabilities & Equity** | | | Warrant liability | $27,879,000 | | Deferred underwriting fee | $12,075,000 | | **Total Liabilities** | **$39,963,439** | | Ordinary Share subject to possible redemption | $301,417,916 | | **Total Shareholders' Equity** | **$5,000,009** | [Unaudited Condensed Statement of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statement%20of%20Operations) For the three months ended March 31, 2021, the company reported a net loss of $4.9 million, primarily from non-cash warrant-related expenses Statement of Operations Summary (For the Three Months Ended March 31, 2021) | Metric | Amount (USD) | | :--- | :--- | | Loss from Operations | ($87,220) | | Change in fair value of warrant liability | ($874,300) | | Offering costs allocated to warrants | ($849,993) | | Excess of Private Placement Warrants fair value | ($3,097,200) | | **Net Loss** | **($4,901,560)** | | **Basic and diluted net loss per ordinary share** | **($0.51)** | [Unaudited Condensed Statement of Changes in Shareholders' Equity](index=6&type=section&id=Unaudited%20Condensed%20Statement%20of%20Changes%20in%20Shareholders'%20Equity) Shareholders' equity increased to $5.0 million by March 31, 2021, driven by IPO proceeds, offset by net loss and reclassification of redeemable shares - Total shareholder's equity increased to **$5,000,009** as of March 31, 2021, from **$17,052** as of January 1, 2021[12](index=12&type=chunk) - Key activities impacting equity include the sale of **34,500,000 units**, the sale of **8,900,000 private warrants**, a net loss of **$4.9 million**, and the reclassification of **$301.4 million** of common stock subject to possible redemption[12](index=12&type=chunk) [Unaudited Condensed Statement of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) Net cash provided by financing activities was $346.5 million, primarily from IPO proceeds, with $345.0 million invested in the Trust Account Cash Flow Summary (For the Three Months Ended March 31, 2021) | Category | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | ($569,102) | | Net cash used in investing activities | ($345,000,000) | | Net cash provided by financing activities | $346,464,940 | | **Net change in cash** | **$895,838** | | **Cash, end of the period** | **$895,838** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes detail the company's SPAC formation, IPO proceeds, warrant accounting restatement, related party transactions, and fair value measurement methodologies - The company was incorporated on December 18, 2020, for the purpose of effecting a business combination and consummated its IPO of **34,500,000 units** on February 26, 2021, generating gross proceeds of **$345 million**[18](index=18&type=chunk)[19](index=19&type=chunk) - Following an SEC Staff statement on April 12, 2021, the company re-evaluated its accounting for warrants and concluded they should be classified as liabilities measured at fair value, leading to a restatement of its February 26, 2021 balance sheet[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - The fair value of warrant liabilities was determined to be **$27.9 million** as of March 31, 2021, calculated using a Level 3 Monte Carlo simulation model[88](index=88&type=chunk)[89](index=89&type=chunk) - The Sponsor is paid **$10,000 per month** for administrative services. The company also has a deferred underwriting commission of **$12,075,000** payable upon completion of a business combination[78](index=78&type=chunk)[80](index=80&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The blank check company reported a $4.9 million net loss for the quarter, primarily due to non-cash warrant accounting expenses, with $345 million in its trust account - The company is a blank check company incorporated in December 2020, with activities to date limited to organizational tasks and the IPO[95](index=95&type=chunk)[97](index=97&type=chunk) - For the three months ended March 31, 2021, the company had a net loss of approximately **$4.9 million**, which included non-cash expenses such as **$0.8 million** in offering costs allocated to warrants, **$3.1 million** for the excess fair value of Private Warrants, and a **$0.9 million** loss from the change in fair value of warrant liabilities[98](index=98&type=chunk) - As of March 31, 2021, the company had approximately **$0.9 million** in cash available for working capital needs, with **$345 million** held in the Trust Account[100](index=100&type=chunk)[101](index=101&type=chunk) - The company has a contractual obligation to pay its Sponsor a monthly fee of **$10,000** for administrative support and has a deferred underwriting commission of **$12,075,000** payable upon completion of a business combination[107](index=107&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk[115](index=115&type=chunk) [Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to a material weakness in warrant accounting, with plans to enhance accounting standard evaluation - Management concluded that disclosure controls and procedures were not effective as of the end of the fiscal quarter ended March 31, 2021[117](index=117&type=chunk) - A material weakness was identified in internal control over financial reporting due to the improper accounting classification of warrants, a mistake highlighted by an SEC staff statement on April 12, 2021[117](index=117&type=chunk) - The company plans to remediate the material weakness by enhancing its system of evaluating and implementing accounting standards, including increased use of personnel and third-party professionals[118](index=118&type=chunk) [Part II. Other Information](index=26&type=section&id=Part%20II.%20Other%20Information) This section covers legal proceedings, new risk factors related to warrant accounting, details of unregistered equity sales, and other required disclosures [Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings for the period - There are no legal proceedings to report[120](index=120&type=chunk) [Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) New material risks include financial impact from warrant fair value fluctuations, adverse effects of internal control material weakness, and potential litigation - A new risk factor is that warrants are accounted for as liabilities, and changes in their fair value could have a material, non-cash effect on financial results each reporting period[120](index=120&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) - The company has identified a material weakness in its internal control over financial reporting related to warrant accounting, which could adversely affect its ability to report financial results accurately and in a timely manner[122](index=122&type=chunk)[123](index=123&type=chunk) - The company may face litigation and other risks as a result of the material weakness in its internal control over financial reporting[128](index=128&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details the issuance of Founder Shares, IPO proceeds of $345 million from units, and $8.9 million from private warrants, with $345 million placed in the Trust Account - On February 26, 2021, the company consummated its IPO of **34,500,000 units** at **$10.00 per unit**, generating gross proceeds of **$345,000,000**[130](index=130&type=chunk) - Simultaneously with the IPO, the company sold **8,900,000 Private Warrants** to the Sponsor at **$1.00 per warrant**, generating total proceeds of **$8,900,000**[132](index=132&type=chunk) - Total net proceeds from the IPO and Private Placement were **$346 million**, with **$345 million** placed in the Trust Account[134](index=134&type=chunk) [Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[134](index=134&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not Applicable[134](index=134&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this period - None[134](index=134&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the quarterly report, including key agreements and certifications - The report includes exhibits such as the Underwriting Agreement, Amended and Restated Memorandum and Article of Association, Warrant Agreement, and various other agreements related to the company's formation and IPO[137](index=137&type=chunk)