~~UNITED STATES SECURITIES AND EXCHANGE 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2020 Or


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

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

For the fiscal year ended December 31, 2021


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

For the transition period from to

Commission File No. 001-39607

Social Capital Hedosophia Holdings Corp. VI

(Exact name of registrant as specified in its charter)

Cayman Islands	98-1547322
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

~~317 University Ave, Suite 200 Palo Alto, CA 94301 (Zip Code) (Address of Principal Executive Offices)~~

(650) 521-9007 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:


Cayman Islands	98-1547322
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
506 Santa Cruz Avenue, Suite 300 Menlo Park, CA (Address of Principal Executive Offices)	94025 (Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant	IPOF.U	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	IPOF	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	IPOF WS	New York Stock Exchange

(650) 521-9007

(Registrant’s telephone number, including area code)

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 and one-fourth of one redeemable warrant	IPOF.U	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	IPOF	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	IPOF WS	New York Stock Exchange

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~~a ~~required~~well-known toseasoned ~~file~~issuer, ~~reports~~as ~~pursuant~~defined toin ~~Section~~Rule 13405 ~~or Section 15(d)~~ of the Securities Act. Yes ¨☐ No x☒

Indicate by check mark ~~whether~~if the registrant ~~(1) has~~ ~~filed~~is ~~all~~not ~~reports~~ required to befile ~~filed~~reports bypursuant to Section 13 or Section 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 (1) has ~~submitted~~filed ~~electronically~~all ~~every~~reports ~~Interactive Data File~~ required to be ~~submitted~~filed ~~pursuant~~by ~~to Rule~~Section ~~405~~13 or 15(d) of ~~Regulation~~the ~~S-T~~Securities ~~(§232.405 of~~Exchange ~~this~~Act ~~chapter)~~of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such ~~files~~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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 filer x Smaller reporting company x Emerging growth company x~~

IfLarge anaccelerated ~~emerging~~filer ~~growth~~☒ ~~company,~~Accelerated ~~indicate by~~filer ~~check~~☐ ~~mark~~Non-accelerated iffiler ~~the~~☐ ~~registrant~~Smaller ~~has~~reporting ~~elected~~company ~~not~~☐ to ~~use~~ ~~the~~Emerging ~~extended~~growth ~~transition~~company ~~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~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant is ahas ~~shell~~elected ~~company~~not ~~(as~~to ~~defined~~use inthe ~~Rule 12b-2~~extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act~~): Yes x No ¨~~. ☐

~~The~~Indicate ~~Registrant’s~~by ~~Class A~~check ~~ordinary shares,~~mark ~~par~~whether ~~value~~the ~~$0.0001~~registrant ~~per~~has ~~share,~~filed ~~began~~a ~~trading~~report on ~~the~~and ~~New~~attestation ~~York~~to ~~Stock~~its ~~Exchange~~management’s ~~separately~~assessment ~~from~~of ~~its~~the ~~Units~~effectiveness onof ~~November 30, 2020.~~its ~~The~~internal ~~aggregate~~control ~~market~~over ~~value~~financial ofreporting ~~the~~under ~~Registrant’s Class~~Section A404(b) of ~~ordinary~~the ~~shares~~Sarbanes-Oxley ~~outstanding,~~Act ~~other~~(15 ~~than~~U.S.C. ~~shares~~7262(b)) ~~held~~ by ~~persons~~ ~~who~~the ~~may~~registered bepublic ~~deemed~~accounting ~~affiliates~~firm ofthat ~~the~~prepared ~~Registrant,~~or atissued ~~December 31,~~its ~~2020,~~audit ~~was approximately $1,414,500,000~~report. ☒

AsIndicate ofby ~~March 26,~~check ~~2021,~~mark ~~there were~~whether ~~115,000,000~~the ~~Class A~~registrant ~~ordinary~~is ~~shares,~~a ~~$0.0001~~shell ~~par~~company ~~value~~(as ~~per~~defined ~~share,~~in ~~and 28,750,000 Class~~Rule B12b-2 ~~ordinary~~of ~~shares,~~the ~~$0.0001 par~~Exchange ~~value per share, issued and outstanding.~~Act): Yes ☒ No ☐

~~SOCIAL~~The ~~CAPITAL~~aggregate ~~HEDOSOPHIA~~market ~~HOLDINGS~~value ~~CORP. VI FORM 10-K~~of ~~FOR~~the ~~THE~~Registrant’s ~~YEAR~~ordinary ~~ENDED~~shares ~~DECEMBER 31~~outstanding, ~~2020 TABLE~~other OFthan ~~CONTENTS~~shares held by persons who may be deemed affiliates of the Registrant, at June 30, 2021, was approximately $1,173,000,000.

				Page
PART I				3
	Item 1.	Business		3
		Item 1.A.	Risk Factors	6
		Item 1.B.	Unresolved Staff Comments	32
	Item 2.	Properties		32
	Item 3.	Legal Proceedings		32
	Item 4.	Mine Safety Disclosures		32
PART II				33
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		33
	Item 6.	Selected Financial Data		34
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		34
		Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	36
	Item 8.	Financial Statements and Supplementary Data		36
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		37
		Item 9A.	Controls and Procedures	37
		Item 9.B.	Other Information	37
PART III
	Item 10.	Directors, Executive Officer and Corporate Governance		37
	Item 11.	Executive Compensation		46
	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		47
	Item 14.	Principal Accounting Fees and Services		49
PART IV				51
	Item 15.	Exhibits, Financial Statement Schedules		51
	Item 16.	Form 10-K Summary		52

As of February 25, 2022, there were 115,000,000 Class A ordinary shares, $0.0001 par value per share, and 28,750,000 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

Table of Contents

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. VI

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2021

TABLE OF CONTENTS


	Page
PART I	3

Item 1.Business	3

Item 1.A.Risk Factors	8
Item 1.B.Unresolved Staff Comments	40

Item 2.Properties	40

Item 3.Legal Proceedings	40

Item 4.Mine Safety Disclosures	41

PART II	42

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	42

Item 6.[Reserved]	44

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations	44

Item 7A.Quantitative and Qualitative Disclosures about Market Risk	47

Item 8.Financial Statements and Supplementary Data	47

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	48

Item 9A.Controls and Procedures	48
Item 9B.Other Information	49

PART III

Item 10.Directors, Executive Officer and Corporate Governance	49

Item 11.Executive Compensation	57

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	59

Item 13.Certain Relationships and Related Transactions, and Director Independence	60

Item 14.Principal Accounting Fees and Services	62

PART IV	63

Item 15.Exhibits, Financial Statement Schedules	63

Item 16.Form 10-K Summary	65

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

This Annual Report on Form 10-K contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the our financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “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 Annual Report on Form 10-K 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. These risks and uncertainties, which are more fully described under “Item 1A. Risk Factors”, include, but are not limited to, the following risks, uncertainties and other factors:

•● 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 a prospective target business or businesses;

•● our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•● our directors and officers allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, including with respect to IPOD, HEGA, and the SCS SPACs (each as defined below);

•● the ability of our directors and officers to generate a number of potential business combination opportunities;

•● our potential ability to obtain additional financing to complete our initial business combination;

•● our pool of prospective target businesses and the technology industries;

•● our ability to consummate an initial business combination due to the uncertainty resulting from the ~~recent~~ COVID-19 pandemic and other events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of other infectious diseases);

•● 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; ~~and~~

•● ~~the~~our ~~other~~compliance ~~risk~~with ~~and~~all ~~uncertainties~~laws, ~~discussed~~rules, inregulations, ~~“Item~~and ~~1.A.~~requirements ~~Risk~~that ~~Factors~~affect our business,” ~~elsewhere~~including inthose ~~this~~related ~~Annual~~to ~~Report~~us onbeing ~~Form~~a ~~10-K~~large ~~and~~accelerated infiler and our ~~other~~obligations ~~filings~~under ~~with~~ the ~~Securities~~Sarbanes-Oxley ~~and~~Act ~~Exchange~~of ~~Commission~~2002 (the “~~SEC~~Sarbanes-Oxley Act”).; and

~~Should~~● ~~one~~the orother ~~more~~risk ofand ~~these risks or~~ uncertainties ~~materialize,~~ ordiscussed ~~should~~in ~~any~~“Item of1.A. ~~our~~Risk ~~assumptions prove incorrect~~Factors,” ~~actual~~elsewhere ~~results may vary~~ in ~~material~~this ~~respects~~Annual ~~from~~Report ~~those~~on ~~projected in~~Form ~~these forward~~10-~~looking~~K ~~statements.~~and Wein ~~undertake~~our noother ~~obligation~~filings towith ~~update~~the orSecurities ~~revise~~and ~~any~~Exchange ~~forward-looking~~Commission ~~statements,~~(the ~~whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws~~“SEC”).

Table of Contents

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.

PART I.

References in this Annual Report on Form 10-K (this “Annual Report”) to (i) “we,” “us,” “our” or the “Company” are to Social Capital Hedosophia Holdings Corp. VI, a blank check company incorporated as a Cayman Islands exempted company, (ii) “Hedosophia” are to Hedosophia Group Limited and its affiliates, (iii) our “initial shareholders” refer to our Sponsor, which held all of our Class B ordinary shares (our “founder shares”) prior to our initial public offering (the “Initial Public Offering”), (iv) our “management” or our “management team” are to our officers and directors, (v)“Social Capital” are to Social Capital Holdings Inc. and, where applicable, its affiliates, and (vi) our “Sponsor” refer to SCH Sponsor VI LLC, a Cayman Islands limited liability company.

Item 1. Business.

Overview

We are a blank check company incorporated on July 10, 2020, as a Cayman Islands exempted company, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). ~~While~~ ~~we may pursue an initial Business Combination target in any industry or geographic location, we intend to focus our search for a target business operating in the technology industries.~~ Our sponsor is SCH Sponsor VI LLC, a Cayman Islands exempted limited liability company (our “Sponsor”).

Our registration statement for the Initial Public Offering became effective on October 8, 2020. On October 14, 2020, we consummated our Initial Public Offering of 115,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “~~Public~~public ~~Shares~~shares”), including 15,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $1,150 million, and incurring offering costs of approximately $60.8 million, inclusive of approximately $40.3 million in deferred underwriting commissions.

Substantially concurrently with the closing of the Initial Public Offering, we consummated the private placement (the “Private Placement”) of 11,000,000 warrants (each, a “~~Private~~private ~~Placement~~placement ~~Warrant~~warrant” and collectively, the “~~Private~~private ~~Placement~~placement ~~Warrants~~warrants”), at a price of $2.00 per ~~Private~~private ~~Placement~~placement ~~Warrant~~warrant to the Sponsor, generating gross proceeds of $22.0 million.

Upon the closing of the Initial Public Offering and the Private Placement, $1,150.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement ~~were~~was placed in a trust account (the “Trust Account”) located in the United States and 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 certain conditions of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion of our initial Business Combination and (ii) the distribution of the funds in the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the ~~Private~~private ~~Placement~~placement ~~Warrants~~warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The New York Stock Exchange rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and 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. There is no assurance that we will be able to successfully effect a Business Combination.

We intend to effectuate a Business Combination using the proceeds from the Initial Public Offering and Private Placement, and from additional issuances of, if any, our capital stock and our debt, or a combination of cash, stock and debt. We have not engaged in, and we will not engage in, any operations until we complete a Business Combination, and we have not generated any operating revenue to date. We will not generate any operating revenues until after completion of our initial Business Combination, at the earliest. Our entire activity since inception through December 31, 2020, related to our formation, the preparation for the Initial Public Offering, and following the closing of the Initial Public Offering, the search for a prospective initial Business Combination. Based on our business activities, we are a “shell company” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”), because we have no operations and nominal assets consisting almost entirely of cash.

We will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a Business Combination or conduct a tender offer will be made by us. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to us to pay our tax obligations. The per-share amount to be distributed to the Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to our warrants.

WeTable will have until October 14, 2022 to consummate a Business Combination. However, if we have not completed a Business Combination by October 14, 2022 (as such period may be extended pursuant to our Amended and Restated Memorandum and Articles of Association, the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of 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 the requirements of other applicable law. In the event of a liquidation, the Public Shareholders will be entitled to receive a full pro rata interest in the Trust Account. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete a Business Combination within the Combination Period.Contents

We intend to effectuate a Business Combination using the proceeds from the Initial Public Offering and Private Placement, and from additional issuances of, if any, our capital stock and our debt, or a combination of cash, stock and debt. We have not engaged in, and we will not engage in, any operations until we complete a Business Combination, and we have not generated any operating revenue to date. We will not generate any operating revenues until after completion of our initial Business Combination, at the earliest. Our entire activity since inception through December 31, 2021, related to our formation, matters related to our Initial Public Offering, and following the closing of the Initial Public Offering, matters related to an initial Business Combination. Based on our business activities, we are a “shell company” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”).

We will provide the holders of the public shares (the “public shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a Business Combination or conduct a tender offer will be made by us. The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to us to pay our tax obligations, subject to the limitations described herein. The per-share amount to be distributed to the public shareholders who redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to our warrants.

We will have until October 14, 2022 to consummate a Business Combination, which date may be extended pursuant to our Amended and Restated Memorandum and Articles of Association (such period, as it may be extended, the “Combination Period”). However, if we have not completed a Business Combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish the rights of the public shareholders as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of 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 the requirements of other applicable law. In the event of a liquidation, the public shareholders will be entitled to receive a full pro rata interest in the Trust Account. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete a Business Combination within the Combination Period.

Our Acquisition and Value Creation Strategy

We intend to leverage what we believe is a competitive advantage in sourcing potential targets that will materially benefit from our differentiated expertise and where we are best situated to augment the value of the business following the completion of the initial Business Combination.

We believe our management team is well-positioned to identify different opportunities across the technology private company landscape. Our selection process will leverage our relationships with leading technology company founders, executives of private and public companies, venture capitalists and growth equity funds, in addition to the extensive industry and geographical reach of Social Capital and Hedosophia’s platforms, which we believe should provide us with a key competitive advantage in sourcing potential business combination targets. Given our profile and thematic approach, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, in particular founders of, and investors in, other private and public technology companies in our networks.

We also believe that Social Capital and Hedosophia’s reputation, experience and track record of making investments in the technology industry will make us a preferred partner for these potential targets.

Our Acquisition Process

Certain members of our management team are employed by either Social Capital or Hedosophia or one of their respective affiliates. Social Capital and Hedosophia are made aware of potential business opportunities from time to time, one or more of which we may desire to pursue, for a Business Combination.

Our search for a Business Combination, ability to consummate a Business Combination, or the operations of a target business with which we ultimately consummate a Business Combination, may be materially adversely affected by the recent coronavirus (“COVID-19”) outbreak. See “Item 1.A. Risk Factors — Risks Relating to Our Search for, and Consummation of or Inability to Consummate a Business Combination — Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak and the status of debt and equity markets.”

All of our officers and certain of our directors have fiduciary and contractual duties to either Social Capital or Hedosophia and to certain companies in which either of them has invested or are otherwise affiliated with. These entities, including Social Capital Hedosophia Holdings Corp. IV (“IPOD”), Social Capital Hedosophia Holdings Corp. VI (“IPOF” and together with IPOD, the “Other Existing SCH SPACs”), may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management team who are also employed by our Sponsor or its affiliates have any obligation to present us with any opportunity for a potential Business Combination of which they become aware. Our Sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial Business Combination, and any such involvement may result in conflicts of interests as described herein. Our management team, in their capacities as directors, officers or employees of our Sponsor or its affiliates or in their other endeavors (including other special purpose acquisition companies they are or may become involved with), may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our Sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. For more information, see “Item 10. Directors, Executive Officer and Corporate Governance.”

Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities (including other special purpose acquisition companies they are or may become involved with) 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 directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See “Item 1.A. Risk Factors — Risks Relating to Our Management Team and Conflicts of Interest — Certain of our directors and officers are now, and expect in the future to become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.”

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Our search for a Business Combination, ability to consummate a Business Combination, or the operations of a target business with which we ultimately consummate a Business Combination, may be materially adversely affected by the coronavirus (“COVID-19”) pandemic and other events and the status of debt and equity markets. See “Item 1.A. Risk Factors — Risks Relating to Our Search for, and Consummation of or Inability to Consummate a Business Combination — Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 pandemic and the status of debt and equity markets.”

All of our officers and certain of our directors have fiduciary and contractual duties to either Social Capital or Hedosophia and to certain companies in which either of them has invested or are otherwise affiliated with. These entities, including Social Capital Hedosophia Holdings Corp. IV (“IPOD”), Hedosophia European Growth (“HEGA”), and Social Capital Suvretta Holdings Corp. I (“DNAA”), Social Capital Suvretta Holdings Corp. II (“DNAB”), Social Capital Suvretta Holdings Corp. III (“DNAC”) and Social Capital Suvretta Holdings Corp. IV (“DNAD” and, collectively with DNAA, DNAB and DNAC, the “SCS SPACs”) which are described below under “— Additional Disclosers,” may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management team who are also employed by our Sponsor or its affiliates have any obligation to present us with any opportunity for a potential Business Combination of which they become aware. Our Sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial Business Combination, and any such involvement may result in conflicts of interests as described herein. Members of our management team, in their capacities as directors, officers or employees of our Sponsor or its affiliates or in their other endeavors (including other special purpose acquisition companies they are or may become involved with), may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our Sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. For more information, see “Item 10. Directors, Executive Officer and Corporate Governance.”

Our directors and officers presently have, and any or all of them in the future may have, additional, fiduciary or contractual obligations to other entities (including other special purpose acquisition companies they are or may become involved with) 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 directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See “Item 1.A. Risk Factors — Risks Relating to Our Management Team and Conflicts of Interest — Certain of our directors and officers are now, and expect in the future to become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.”

We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue Business Combination opportunities or complete our initial Business Combination.

You should not rely on the historical record of our founders’ and management’s performance as indicative of our future performance. See “Item 1.A. Risk Factors — Past performance by our management team and their respective affiliates may not be indicative of future performance of an investment in the company.”

Additional Disclosures

InCertain ~~May 2017,~~of our ~~founders,~~directors ~~Chamath Palihapitiya~~ and ~~Ian~~each ~~Osborne founded Social Capital Hedosophia Holdings Corp. (“IPOA”), a blank check company incorporated for the purposes~~ of ~~effecting~~our aofficers ~~business~~are ~~combination.~~or ~~Mr. Palihapitiya~~have ~~served~~been asinvolved ~~the~~with ~~Chief~~other ~~Executive~~special ~~Officer~~purpose ~~and~~acquisition ~~Chairman of the board of directors and Mr~~companies. ~~Osborne~~ ~~served~~Below asis ~~President and as~~ a ~~director~~summary of ~~IPOA.~~those ~~IPOA~~special ~~completed~~purpose ~~its~~acquisition ~~initial~~companies ~~public offering~~sponsored inby ~~September 2017,~~affiliates ~~in which it sold 69,000,000 units, each consisting~~ of ~~one~~our ~~IPOA~~sponsor. ~~Class A~~For ~~ordinary~~additional ~~share and one-third of one redeemable warrant for one IPOA Class A ordinary share~~information, ~~for~~see an“Part ~~offering~~III ~~price~~— ofItem $10.00 ~~per unit, generating aggregate proceeds of $690,000,000~~Management. In October 2019, IPOA consummated a merger with Virgin Galactic, a vertically-integrated aerospace company pioneering human spaceflight for private individuals and researchers. Virgin Galactic’s common stock currently trade on NYSE under the symbol “SPCE”.

In October 2019, Mr. Palihapitiya and Mr. Osborne founded Social Capital Hedosophia Holdings Corp. II (“IPOB”), a blank check company incorporated for the purposes of effecting a business combination. Mr. Palihapitiya served as the Chief Executive Officer and Chairman of the board of directors and Mr. Osborne served as President and as a director of IPOB. IPOB completed its initial public offering in April 2020, in which it sold 41,400,000 units, each consisting of one IPOB Class A ordinary share and one-third of one redeemable warrant for one IPOB Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $414,000,000. In December 2020, IPOB consummated a merger with Opendoor Technologies Inc. (“Opendoor”), a leading digital platform for residential real estate. Opendoor’s common stock currently trade on The Nasdaq Global Select Market under the symbol “OPEN”.

In October 2019, Mr. Palihapitiya and Mr. Osborne founded Social Capital Hedosophia Holdings Corp. III (“IPOC”), a blank check company incorporated for the purposes of effecting a business combination. Mr. Palihapitiya served as the Chief Executive Officer and Chairman of the board of directors and Mr. Osborne served as President and as a director of IPOC. IPOC completed its initial public offering in April 2020, in which it sold 82,800,000 units, each consisting of one IPOC Class A ordinary share and one-third of one redeemable warrant for one IPOC Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $828,000,000. In January 2021, IPOC consummated a merger with Clover Health Investments, Corp. (“Clover Health”), which operates next-generation Medicare Advantage plans. Clover Health’s common stock currently trade on The Nasdaq Global Select Market under the symbol “CLOV”.

In July 2020, Mr. Palihapitiya and Mr. Osborne founded our company and the Other Existing SHC SPACs, each a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a business combination. IPOD has not yet announced or consummated a business combination. IPOE has not yet consummated a business combination; however, on January 7, 2021, IPOE announced that it had entered into a definitive agreement with Social Finance, Inc. (“SoFi”). IPOE’s transaction with SoFi is subject to approval of IPOE’s shareholders and other customary closing conditions.

Initial Business Combination

The NYSE rules require that our initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). We refer to this as the 80% of net assets test. If our board of directors is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial Business Combination, although there is no assurance that will be the case.

WeTable ~~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 issued and 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 issued and 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 voting securities of the target, our shareholders prior to our initial Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial Business Combination transaction. 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, shares or other equity securities of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial Business Combination. 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 issued and outstanding shares subsequent to our initial Business Combination. If less than 100% of the 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 net assets test. If our initial Business Combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test.Contents

In May 2017, our founders, Chamath Palihapitiya and Ian Osborne founded Social Capital Hedosophia Holdings Corp. (“IPOA”), a blank check company incorporated for the purposes of effecting a business combination. Mr. Palihapitiya served as the Chief Executive Officer and Chairman of the board of directors, Mr. Osborne served as President and as a director of IPOA. IPOA completed its initial public offering in September 2017, in which it sold 69,000,000 units, each consisting of one IPOA Class A ordinary share and one-third of one redeemable warrant for one IPOA Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $690,000,000. In October 2019, IPOA consummated a merger with Virgin Galactic, a vertically-integrated aerospace company pioneering human spaceflight for private individuals and researchers. Virgin Galactic’s common stock currently trades on NYSE under the symbol “SPCE”.

In October 2019, Mr. Palihapitiya and Mr. Osborne founded Social Capital Hedosophia Holdings Corp. II (“IPOB”), a blank check company incorporated for the purposes of effecting a business combination. Mr. Palihapitiya served as the Chief Executive Officer and Chairman of the board of directors and Mr. Osborne served as President and as a director of IPOB. IPOB completed its initial public offering in April 2020, in which it sold 41,400,000 units, each consisting of one IPOB Class A ordinary share and one-third of one redeemable warrant for one IPOB Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $414,000,000. In December 2020, IPOB consummated a merger with Opendoor Technologies Inc. (“Opendoor”), a leading digital platform for residential real estate. Opendoor’s common stock currently trades on The Nasdaq Global Select Market under the symbol “OPEN”.

In October 2019, Mr. Palihapitiya and Mr. Osborne founded Social Capital Hedosophia Holdings Corp. III (“IPOC”), a blank check company incorporated for the purposes of effecting a business combination. Mr. Palihapitiya served as the Chief Executive Officer and Chairman of the board of directors and Mr. Osborne served as President and as a director of IPOC. IPOC completed its initial public offering in April 2020, in which it sold 82,800,000 units, each consisting of one IPOC Class A ordinary share and one-third of one redeemable warrant for one IPOC Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $828,000,000. In January 2021, IPOC consummated a merger with Clover Health Investments, Corp. (“Clover Health”), which operates next-generation Medicare Advantage plans. Clover Health’s common stock currently trades on The Nasdaq Global Select Market under the symbol “CLOV”.

In July 2020, Mr. Palihapitiya and Mr. Osborne founded Social Capital Hedosophia Holdings Corp. V (“IPOE”), a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a business combination. Mr. Palihapitiya served as the Chief Executive Officer and Chairman of the board of directors and Mr. Osborne served as President and as a director of IPOE. IPOE completed its initial public offering in October 2020, in which it sold 80,500,000 units, each consisting of one IPOE Class A ordinary share and one-fourth of one redeemable warrant for one IPOE Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $805,000,000. In May 2021, IPOE consummated a merger with Social Finance, Inc. (“SoFi”), which operates a financial services platform. SoFi’s common stock currently trades on The Nasdaq Global Select Market under the symbol “SOFI”.

Additionally, in July 2020, Mr. Palihapitiya and Mr. Osborne founded IPOD, a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a business combination. Mr. Palihapitiya serves as the Chief Executive Officer and Chairman of the board of directors and Mr. Osborne serves as President and as a director of IPOD. IPOD completed its initial public offering in October 2020, in which it sold 46,000,000 units, each consisting of one IPOD Class A ordinary share and one-fourth of one redeemable warrant for one IPOD Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $460,000,000. IPOD has not yet announced or consummated a business combination. While IPOD may pursue an initial business combination target in any industry or geographic location (subject to certain limitations), it intends to focus its search for a target business operating in the technology industries.

In February 2021, Mr. Palihapitiya, together with Kishan (a/k/a Kishen) Mehta, founded the SCS SPACs, each a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a business combination. Mr. Palihapitiya serves as the Chief Executive Officer and Chairman of the board of directors of each of the SCS SPACs. Each of the SCS SPACs completed its initial public offering in July 2021, in which each sold 25,000,000 of its Class A ordinary shares, for an offering price of $10.00 per share, generating aggregate proceeds of $250,000,000 for such SCS SPACs. Neither DNAA nor DNAC has yet consummated a business combination; however, on January 18, 2022, DNAC announced that it had entered into a definitive agreement with ProKidney LP (“ProKidney”) and on January 26, 2022, DNAA announced that it had entered into a definitive agreement with Akili Interactive Labs, Inc. (“Akili”). DNAC’s transaction with ProKidney is subject to approval of DNAC’s shareholders and other customary closing conditions and DNAA’s transaction with Akili is subject to approval of DNAA’s shareholders and other customary closing conditions.

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Neither DNAB nor DNAD has yet announced or consummated a business combination. While each SCS SPAC may pursue an initial business combination target in any industry, subsector therein or geographic location (subject to certain limitations), each intends to focus its search for a target business operating in the biotechnology industry.

In May 2021, Hedosophia launched its inaugural European special purpose acquisition company, HEGA, which was listed on Euronext Amsterdam to target the acquisition of a European technology company. Mr. Osborne has served as the Chief Executive Officer and Executive Director of HEGA. HEGA has not yet consummated a business combination.

Initial Business Combination

We will only complete our initial Business Combination if the post-transaction company owns or acquires 50% or more of the issued and 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 voting securities of the target, our shareholders prior to our initial Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial Business Combination transaction. 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, shares or other equity securities of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial Business Combination. 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 issued and outstanding shares subsequent to our initial Business Combination. If less than 100% of the 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 net assets test. If our initial Business Combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test.

Competition

We have encountered, and expect to continue to encounter, ~~encounter~~ intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check 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. Additionally, the number of blank check companies looking for business combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing business combinations. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the ~~Private~~private ~~Placement~~placement ~~Warrants~~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, in the event we seek shareholder approval of our initial Business Combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially 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 a Business Combination. If we have not completed our initial Business Combination within the ~~required~~Combination ~~time period~~Period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

~~Employees~~7

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Human Capital Resources

We currently have four officers and do not intend to have any full-time employees prior to the completion of our initial Business Combination. Members of our management team 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 that any such person will devote in any time period will vary based on whether a target business has been selected for our initial Business Combination and the current stage of the Business Combination process.

Item 1.A. Risk Factors.

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, including our financial statements and related notes, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results.

6 Risks Relating to Our Search for, Consummation of or Inability to Consummate a Business Combination

~~Risks~~Our ~~Relating~~public shareholders may not be afforded an opportunity to ~~Our~~vote ~~Search~~on ~~for~~our proposed Business Combination, ~~and Consummation~~which ofmeans orwe ~~Inability~~may tocomplete ~~Consummate~~our ainitial Business Combination even though a majority of our public shareholders do not support such a combination.

~~Our~~We ~~public shareholders~~ may not ~~be afforded~~hold ana ~~opportunity~~shareholder vote to approve our initial Business Combination unless the Business Combination would require shareholder approval under applicable law or stock exchange rules or if we decide to hold a shareholder vote onfor business or other reasons. For instance, the rules of the NYSE currently allow us to engage in a tender offer in lieu of a general meeting, but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares to a target business as consideration in any Business Combination. Therefore, if we were structuring a Business Combination that required us to issue more than 20% of our issued and outstanding shares, we would seek shareholder approval of such Business Combination. However, except as required by applicable law or stock exchange rules, the decision as to whether we will seek shareholder approval of a proposed Business Combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, ~~which~~solely ~~means~~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 otherwise require us to seek shareholder approval. Accordingly, we may ~~complete~~consummate our initial Business Combination even ~~though~~if holders of a majority of ~~our~~the ~~public~~issued ~~shareholders~~and outstanding ordinary shares do not ~~support~~approve ~~such~~of athe ~~combination~~Business Combination we consummate.

WeIf ~~may not hold a shareholder vote to approve our initial Business Combination unless the Business Combination would require shareholder approval under applicable law or stock exchange rules or if~~ we ~~decide~~seek ~~to hold a~~ shareholder ~~vote for business or other reasons. For instance, the rules of the NYSE currently allow us to engage in a tender offer in lieu of a general meeting, but would still require us to obtain shareholder~~ approval ~~if we were seeking to issue more than 20%~~ of our ~~issued~~initial ~~and outstanding shares to a target business as consideration in any~~ Business Combination~~. Therefore~~, ~~if we were structuring a Business Combination that required us to issue more than 20% of~~ our ~~issued~~initial ~~and outstanding shares~~shareholders, wedirectors ~~would~~and ~~seek~~officers ~~shareholder~~have ~~approval~~agreed ~~of such Business Combination. However, except as required by applicable law or stock exchange rules, the decision as~~ to ~~whether~~vote ~~we will seek shareholder approval of a proposed Business Combination or will allow shareholders to sell their shares to us~~ in afavor ~~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 otherwise require us to seek shareholder approval. Accordingly, we may consummate our~~ initial Business Combination, ~~even~~regardless ~~if holders~~ of ahow ~~majority~~our ofpublic ~~the~~shareholders ~~issued and outstanding ordinary shares do not approve of the Business Combination we consummate~~vote.

IfUnlike wesome ~~seek~~other ~~shareholder~~blank ~~approval~~check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of ~~our~~ the votes cast by the public shareholders in connection with an initial Business Combination, our initial shareholders, directors and officers have agreed (and their permitted transferees will agree), pursuant to the terms of letter agreements entered into with us, to vote their founder shares and any public shares held by them in favor of ~~such~~our initial Business Combination. As a result, ~~regardless~~in ofaddition ~~how~~to our initial shareholders’ founder shares, we would need 43,125,001, or 37.5% (assuming all issued and outstanding shares are voted), or 7,187,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 115,000,000 public shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination in order to have such initial Business Combination approved. We expect that our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares at the time of any such shareholder vote. Accordingly, if we seek shareholder approval of our initial Business Combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.

Unlike some other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial Business Combination, our initial shareholders, directors and officers have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them in favor of our initial Business Combination. As a result, in addition to our initial shareholders’ founder shares, we would need 43,125,001, or 37.5% (assuming all issued and outstanding shares are voted), or 7,187,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 115,000,000 public shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination in order to have such initial Business Combination approved. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any. We expect that our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares at the time of any such shareholder vote. Accordingly, if we seek shareholder approval of our initial Business Combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.8

~~Your~~Table ~~only opportunity to affect the investment decision regarding a potential Business Combination will be limited to the exercise~~ of ~~your right to redeem your shares from us for cash, unless we seek shareholder approval of such Business Combination.~~Contents

AtYour the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Additionally, since our board of directors may complete a Business Combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the Business Combination, unless we seek such shareholder approval. Accordingly, if we do not seek shareholder approval, your only opportunity to affect the investment decision regarding a potential Business Combination ~~may~~ will be limited to ~~exercising your redemption rights within~~ the ~~period~~exercise of ~~time~~your ~~(which~~right ~~will~~to beredeem atyour ~~least~~shares 20from ~~business~~us ~~days)~~for ~~set~~cash, ~~forth~~unless ~~in our~~we ~~tender~~seek ~~offer~~shareholder ~~documents~~approval ~~mailed~~of tosuch ~~our public shareholders in which we describe our initial~~ Business Combination.

~~The~~At ~~ability~~the time of ~~our~~your ~~public~~investment ~~shareholders~~ in us, you will not be provided with an opportunity to ~~redeem~~evaluate ~~their~~the ~~shares~~specific ~~for~~merits ~~cash~~or risks of any target businesses. Additionally, since we may ~~make~~complete ~~our~~a ~~financial~~Business ~~condition~~Combination ~~unattractive~~without seeking shareholder approval, public shareholders may not have the right or opportunity to ~~potential~~vote on the Business Combination, ~~targets~~unless we seek such shareholder approval. Accordingly, ~~which may~~if ~~make~~we itdo ~~difficult~~not ~~for~~seek usshareholder approval, your only opportunity to ~~enter~~affect ~~into~~the investment decision regarding a potential Business Combination ~~with~~may abe ~~target~~limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial Business Combination.

WeThe ~~may~~ability ~~seek to enter into a Business Combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount~~ of ~~cash.~~our ~~If too many~~ public shareholders ~~exercise their redemption rights, we would not be able~~ to ~~meet~~redeem ~~such~~their closing condition and, as a result, would not be able to proceed with the Business Combination. The amount of the deferred underwriting commissions payable to the underwriter will not be adjusted for any shares ~~that are redeemed in connection with a Business Combination and such amount of deferred underwriting discount is not available~~ for us to use as consideration in an initial Business Combination. If we are able to consummate an initial Business Combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay and the payment of the deferred underwriting commissions. Furthermore, 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 following such redemptions, or any greater net tangible asset or cash ~~requirement that~~ may bemake ~~contained~~our infinancial ~~the~~condition ~~agreement~~unattractive ~~relating~~ to ~~our~~potential ~~initial~~ Business Combination~~. Consequently,~~ ~~if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5~~targets,~~000,001 or~~ ~~such~~which ~~greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related Business Combination and~~ may ~~instead~~make ~~search~~it difficult for anus ~~alternate Business Combination. Prospective targets will be aware of these risks and, thus, may be reluctant~~ to enter into a Business Combination ~~transaction~~ with usa target.

7 We may seek to enter into a Business Combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the Business Combination. The amount of the deferred underwriting commissions payable to the underwriter will not be adjusted for any shares that are redeemed in connection with a Business Combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial Business Combination. If we are able to consummate an initial Business Combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay and the payment of the deferred underwriting commissions. Furthermore, 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 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial Business Combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related Business Combination and may instead search for an alternate Business Combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a Business Combination transaction with us.

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.

At the time we enter into an agreement for our initial Business Combination, we will not know how many shareholders may exercise their redemption rights and, therefore, we will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable Business Combination available to us 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.

If our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial Business Combination would be unsuccessful increases. If our initial Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.

The requirement that we complete our initial Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a 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 would produce value for our shareholders.9

~~Any~~Table potential target business with which we enter into negotiations concerning a Business Combination will be aware that we must complete our initial Business Combination within 24 months from the closing of the Initial Public Offering. Consequently, such target business may obtain leverage over us in negotiating a Business Combination, knowing that if we do not complete our initial Business Combination with that particular target business, we may be unable to complete our initial Business Combination with any target business. This risk will increase as we get closer to the end of the 24-month period. In addition, we may have limited time to conduct due diligence and may enter into our initial Business Combination on terms that we would have rejected upon a more comprehensive investigation.Contents

WeThe ~~may~~requirement ~~not~~that bewe ~~able to~~ complete our initial Business Combination within the prescribed time frame, inmay ~~which~~give ~~case~~potential wetarget ~~would~~businesses ~~cease~~leverage ~~all~~over ~~operations~~us ~~except~~in ~~for~~negotiating ~~the~~a ~~purpose of~~Business ~~winding~~Combination up and may limit the time we ~~would~~have ~~redeem~~in ~~our~~which ~~public~~to ~~shares~~conduct ~~and~~due ~~liquidate~~diligence on potential Business Combination targets, in ~~which~~particular ~~case~~as we approach our ~~public~~dissolution ~~shareholders~~deadline, ~~may~~which ~~receive~~could ~~only~~undermine ~~$10.00 per~~our ~~share,~~ability orto ~~less~~complete ~~than~~our ~~such~~initial ~~amount~~Business inCombination ~~certain~~on ~~circumstances,~~terms ~~and~~that ~~our~~would ~~warrants~~produce ~~will~~value ~~expire~~for ~~worthless~~our shareholders.

~~Our~~Any ~~Sponsor,~~potential ~~directors~~target ~~and~~business ~~officers~~with ~~have agreed~~which we enter into negotiations concerning a Business Combination will be aware that we must complete our initial Business Combination ~~within~~by October 14, 2022, the date that is 24 months from the closing of the Initial Public Offering. We Consequently, such target business may ~~not~~obtain beleverage ~~able~~over tous ~~find~~in negotiating a ~~suitable~~Business ~~target~~Combination, ~~business~~knowing ~~and~~that if we do not complete our initial Business Combination ~~within~~with ~~such~~that ~~time~~particular ~~period.~~target ~~Our ability~~business, we may be unable to complete our initial Business Combination ~~may~~with beany ~~negatively~~target ~~impacted~~business. byThis ~~general~~risk ~~market~~will ~~conditions,~~increase ~~volatility~~as inwe ~~the capital~~get ~~and~~closer ~~debt~~to ~~markets~~the ~~and~~end of the ~~other~~24-month ~~risks~~period. ~~described~~In ~~herein~~addition, ~~including~~we asmay ahave ~~result~~limited oftime ~~terrorist~~to ~~attacks,~~conduct ~~natural~~due ~~disasters~~diligence ~~or a~~and ~~significant~~may ~~outbreak~~enter ofinto ~~infectious~~our ~~diseases.~~initial ~~For~~Business ~~example,~~Combination ~~the~~on ~~outbreak~~terms ofthat ~~COVID-19~~we ~~continues~~would tohave ~~grow~~rejected ~~both~~upon ina ~~the~~more Ucomprehensive investigation.S. ~~and~~In ~~globally and~~July 2021, ~~while~~ the ~~extent~~SEC ofcharged ~~the~~a ~~impact~~SPAC offor ~~the~~misleading ~~outbreak~~disclosures, onwhich uscould ~~will~~have ~~depend~~been oncorrected ~~future~~with ~~developments,~~more itadequate ~~could~~due ~~limit~~diligence, ~~our~~and ~~ability~~obtained tosubstantial ~~complete our~~relief ~~initial~~against ~~Business~~the ~~Combination,~~SPAC ~~including~~and asits asponsor. ~~result~~Although ofwe ~~increased~~will ~~market~~invest ~~volatility,~~in ~~decreased~~due ~~market~~diligence ~~liquidity~~efforts and ~~third-party financing~~commit ~~being~~management ~~unavailable~~time onand ~~terms~~resources ~~acceptable~~ to ussuch orefforts, atthere ~~all.~~can ~~Additionally,~~be ~~the~~no ~~outbreak~~assurance ofthat ~~COVID-19~~our ~~and~~due ~~other~~diligence ~~events~~will ~~(such as~~unveil ~~terrorist~~all ~~attacks,~~potential ~~natural~~issues ~~disasters~~with or a ~~significant~~target ~~outbreak~~business ofand ~~other~~that ~~infectious~~we ~~diseases)~~or ~~may~~our ~~negatively~~sponsor ~~impact~~will ~~businesses we~~not ~~may~~become ~~seek~~subject to ~~acquire~~regulatory actions related to such efforts.

IfWe wemay ~~have~~ not ~~completed~~be able to complete our initial Business Combination within ~~such~~the prescribed time ~~period~~frame, orin ~~during~~which ~~any~~case ~~Extension Period,~~ we ~~will:~~would ~~(1)~~ cease all operations except for the purpose of winding up; ~~(2) as~~and ~~promptly~~we aswould ~~reasonably possible but not more than 10 business days thereafter,~~ redeem ~~the~~our 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 which interest shall be net of taxes 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 liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate ~~and dissolve~~, ~~subject~~ in ~~each~~which case to our ~~obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our~~ public shareholders may receive only $10.00 per share, or less than ~~$10.00~~such ~~per~~amount ~~share, on~~in ~~the~~certain ~~redemption of their shares~~circumstances, and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors herein.

8 Our Sponsor, directors and officers have agreed that we must complete our initial Business Combination within 24 months from the closing of the Initial Public Offering. We may not be able to find a suitable target business and complete our initial Business Combination within such time period. Our ability to complete our initial Business Combination may be negatively impacted by general market conditions, volatility in the equity and debt markets and the other risks described herein, including as a result of terrorist attacks, natural disasters, global hostilities or a significant outbreak of infectious diseases. For example, the COVID-19 pandemic continues both in the U.S. and globally and, while the extent of the impact of the pandemic on us will depend on future developments, it could limit our ability to complete our initial Business Combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire.

~~Our~~If ~~search~~we ~~for~~have anot completed our initial Business Combination within the Combination Period, ~~and~~ ~~any~~we ~~target~~will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days ~~with~~thereafter, ~~which~~redeem wethe ~~ultimately~~public ~~consummate~~shares, at a ~~Business~~per-share ~~Combination~~price, ~~may~~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 which interest shall be ~~materially~~net ~~adversely~~of ~~affected~~taxes payable), divided by the ~~COVID-19~~ ~~outbreak~~number of then issued and ~~other~~outstanding ~~events~~public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the ~~status~~approval of ~~debt~~our remaining shareholders and ~~equity~~our ~~markets~~board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors herein.

~~The~~Our ~~COVID-19~~search ~~outbreak~~for ~~has adversely affected, and other events (such as terrorist attacks, natural disasters or~~ a ~~significant~~Business ~~outbreak of other infectious diseases) could adversely affect~~Combination, ~~economies~~ and ~~financial markets worldwide, business operations and the conduct of commerce generally, and the business of~~ any ~~potential~~ target business with which we ultimately consummate a Business Combination ~~could be~~, or may ~~already~~be ~~have been,~~ materially ~~and~~ adversely affected. ~~Furthermore,~~by ~~we may be unable to complete a Business Combination if concerns relating to COVID-19 continue to restrict travel or limit~~ the ability to have meetings with potential investors, or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 ~~impacts~~ ~~our~~pandemic ~~search for a Business Combination will depend on future developments, which are highly uncertain~~ and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other events ~~(such~~and ~~as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate a Business Combination, or~~ the ~~operations~~status of adebt ~~target~~and ~~business~~equity ~~with which we ultimately consummate a Business Combination, may be materially adversely affected~~markets.

InThe ~~addition~~COVID-19 pandemic has adversely affected, ~~our~~and ~~ability~~other toevents ~~consummate~~ (such as terrorist attacks, natural disasters, global hostilities or a ~~transaction~~significant ~~may~~outbreak beof ~~dependent~~other oninfectious diseases) could adversely affect, economies and financial markets worldwide, business operations and the ~~ability~~conduct toof ~~raise~~commerce ~~equity~~generally, and ~~debt~~the ~~financing~~business of any potential target business with which ~~may~~we consummate a Business Combination could be, ~~impacted~~or bymay ~~COVID-19~~already ~~and~~have ~~other~~been, ~~events (such~~materially asand ~~terrorist~~adversely ~~attacks~~affected. Furthermore, ~~natural~~we ~~disasters~~may orbe unable to complete a ~~significant~~Business ~~outbreak~~Combination ofif concerns relating to COVID-19 or other ~~infectious~~events ~~diseases),~~restrict ~~including~~travel asor alimit ~~result~~the ~~of increased~~ability ~~market~~to ~~volatility~~have ~~and~~meetings ~~decreased~~with ~~market~~potential ~~liquidity~~investors, ~~and~~or ~~third-party~~the ~~financing~~target ~~being~~company’s ~~unavailable~~personnel, onvendors ~~terms~~and ~~acceptable~~services providers are unavailable to ~~us or~~negotiate atand ~~all.~~consummate

Finally, the outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.10

IfTable ~~we seek shareholder approval~~ of ~~our~~ initial Business Combination, our Sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase shares or warrants from public shareholders, which may influence a vote on a proposed Business Combination and reduce the public “float” of our securities.Contents

Ifa wetransaction ~~seek shareholder approval of our initial Business Combination and we do not conduct redemptions~~ in ~~connection~~a ~~with~~timely ~~our~~manner. ~~initial~~The ~~Business~~extent ~~Combination pursuant~~ to ~~the~~ ~~tender~~which ~~offer~~COVID-19 ~~rules,~~impacts our ~~Sponsor,~~search ~~directors,~~for ~~officers,~~a advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination. ~~Any~~will ~~such~~depend ~~price~~on ~~per~~future ~~share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial Business Combination. Additionally~~developments, atwhich ~~any~~are ~~time~~highly atuncertain orand ~~prior~~cannot tobe ~~our initial Business Combination~~predicted, ~~subject to applicable securities laws (~~including ~~with~~new ~~respect to material nonpublic~~ information~~), our~~ ~~Sponsor,~~which ~~directors,~~may ~~officers,~~emerge ~~advisors~~concerning orthe ~~any~~severity of ~~their~~COVID-19 ~~respective~~variants ~~affiliates may enter into transactions with investors~~ and ~~others~~ tothe ~~provide~~actions ~~them with incentives~~ to ~~acquire~~contain ~~public~~COVID-19 ~~shares, vote their public shares in favor of our initial Business Combination~~ or ~~not~~treat ~~redeem~~its ~~their~~impact, ~~public~~among ~~shares~~others. ~~However,~~If ~~our~~the ~~Sponsor,~~disruptions ~~directors,~~posed ~~officers,~~by ~~advisors~~COVID-19 or ~~any~~other ofevents ~~their~~(such ~~respective~~as ~~affiliates~~terrorist ~~are under~~attacks, nonatural ~~obligation or duty to do so and they have no current commitments~~disasters, ~~plans~~global orhostilities ~~intentions to engage in such transactions and have not formulated any terms~~ or ~~conditions~~a ~~for~~significant ~~any~~outbreak ~~such transactions. The purpose~~ of ~~such~~other ~~purchases~~infectious ~~could~~diseases) becontinue tofor ~~vote~~a ~~such~~prolonged ~~shares in~~period ~~favor~~ of ~~our~~time, ~~initial Business Combination and thereby increase the likelihood of obtaining shareholder approval of~~ our ~~initial Business~~ability ~~Combination or~~ to ~~satisfy~~consummate 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~~or ~~it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce~~ the ~~number~~operations of ~~public~~a ~~warrants~~target ~~outstanding~~business ~~or to vote such warrants on any matters submitted to the warrant holders for approval in connection~~ with ~~our~~which ~~initial~~we ~~Business~~ultimately ~~Combination. This~~consummate ~~may~~a ~~result in the completion of our initial~~ Business Combination, ~~that~~ may ~~not~~be ~~otherwise~~materially ~~have~~adversely ~~been possible~~affected.

In addition, ifour ~~such~~ability ~~purchases~~to ~~are~~consummate ~~made, the~~a ~~public~~transaction ~~“float”~~may ofbe ~~our~~dependent ~~securities~~on ~~and~~ the ~~number~~ability ofto ~~beneficial~~raise ~~holders~~equity ofand ~~our~~debt ~~securities~~financing which may be ~~reduced,~~impacted ~~possibly making~~by itCOVID-19 ~~difficult~~and toother ~~maintain~~events or(such ~~obtain~~as ~~the~~terrorist ~~quotation~~attacks, ~~listing~~natural disasters, global hostilities or ~~trading~~a significant outbreak of ~~our~~other ~~securities~~infectious ondiseases), including as a ~~national~~result ~~securities~~of ~~exchange~~increased market volatility and decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

IfFinally, athe ~~shareholder~~COVID-19 ~~fails~~pandemic toand ~~receive notice~~other ofevents ~~our~~(such ~~offer~~as toterrorist ~~redeem~~attacks, ~~our~~natural ~~public~~disasters, ~~shares~~global inhostilities ~~connection~~or ~~with~~a ~~our~~significant ~~initial~~outbreak ~~Business~~of ~~Combination,~~other orinfectious ~~fails~~diseases) tomay ~~comply~~also ~~with~~have the ~~procedures~~ ~~for~~effect ~~tendering~~of ~~its~~heightening ~~shares~~many of the other risks described in this “Risk Factors” section, such ~~shares~~as ~~may~~those ~~not~~related beto ~~redeemed~~the market for our securities and cross-border transactions.

WeIf ~~will~~we ~~comply~~seek ~~with~~shareholder ~~the~~approval ~~tender~~of ~~offer rules or proxy rules, as applicable, when conducting redemptions in connection with~~ our initial Business Combination., ~~Despite~~ our ~~compliance with~~Sponsor, ~~these~~directors, ~~rules~~officers, ifadvisors ~~a shareholder fails to receive our tender offer~~ or ~~proxy~~any ~~materials,~~of astheir ~~applicable,~~respective ~~such~~affiliates ~~shareholder~~ may ~~not become~~elect ~~aware of the opportunity~~ to ~~redeem~~purchase ~~its~~ shares. Inor ~~addition,~~warrants ~~the~~from ~~tender~~public ~~offer~~shareholders ~~documents~~ or ~~proxy~~warrant ~~materials~~holders, aswhich ~~applicable, that~~may weinfluence ~~will~~a ~~furnish~~vote toon ~~holders~~a ofproposed ~~our public shares in connection with our initial~~ Business Combination ~~will~~and ~~describe~~reduce the ~~various procedures that must be complied with in order to validly tender or redeem~~ public ~~shares.~~“float” Inof ~~the~~our ~~event that a shareholder fails to comply with these procedures, its shares may not be redeemed~~securities.

9If 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, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with 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, officers, advisors or any of their respective 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, our Sponsor, directors, officers, advisors or any of their respective affiliates are under no obligation or duty to do so and they have no current commitments, plans or intentions to engage in any such transactions and have not formulated any terms or conditions for any such transactions. The purpose of such purchases could be to vote such shares in favor of our initial Business Combination and thereby increase the likelihood of obtaining shareholder approval of our initial Business Combination or to 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. The purpose of any such purchases of public warrants could be to 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. This may result in the completion of our initial Business Combination that may not otherwise have been possible.

~~You~~In addition, if such purchases are ~~not~~made, ~~entitled~~the topublic ~~protections normally~~“float” ~~afforded~~of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to ~~investors~~maintain or obtain the quotation, listing or trading of ~~many~~our ~~other~~securities ~~blank~~on ~~check~~a ~~companies~~national securities exchange.

~~Because~~You we had net tangible assets in excess of $5,000,000 upon the successful completion of the Initial Public Offering and the sale of the Private Placement Warrants and filed a Current Report on Form 8-K, including our audited balance sheet demonstrating this fact, we are ~~exempt~~not ~~from~~entitled ~~rules promulgated by the SEC~~ to ~~protect~~protections ~~investors~~normally inafforded ~~blank~~to ~~check companies, such as Rule 419. Accordingly,~~ investors ~~are not afforded the benefits or protections~~ of ~~those~~many ~~rules. Among~~ other ~~things,~~blank ~~this~~check ~~means we will have a longer period of time to complete our initial Business Combination than do~~ companies ~~subject to Rule 419~~. Moreover, if the Initial Public Offering was subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of an initial Business Combination.

IfWe are exempt from certain rules promulgated by the SEC related to certain blank check companies, such as Rule 419. Accordingly, investors are not afforded the benefits or protections of those rules. Among other things, this means we ~~seek~~will ~~shareholder~~have ~~approval~~a longer period of time to complete our initial Business Combination ~~and~~than we do ~~not~~companies ~~conduct~~subject ~~redemptions~~to ~~pursuant~~Rule to419. Moreover, if the ~~tender~~Initial ~~offer~~Public ~~rules~~Offering was subject to Rule 419, ~~and~~that ifrule ~~you~~would orprohibit athe ~~“group”~~ release of ~~shareholders~~any ~~are~~interest ~~deemed~~earned toon ~~hold~~funds held in ~~excess~~the ofTrust ~~15%~~Account ofto ~~our~~us ~~Class A~~unless ~~ordinary~~and ~~shares,~~until ~~you~~the ~~will~~funds ~~lose~~in the ~~ability~~Trust toAccount ~~redeem~~were ~~all such~~released ~~shares~~to us in ~~excess~~connection ofwith ~~15%~~our completion of ~~our~~an ~~Class A~~initial ~~ordinary~~Business ~~shares~~Combination.

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 provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, which we refer to as the “Excess Shares,” without our prior consent. 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. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial Business Combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.11

~~Because~~Table 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 completed our initial Business Combination within the required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.Contents

WeIf have encountered, and expect to continue 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 blank check companies and other entities, domestic and international, competing for the types of businesses we ~~intend~~seek toshareholder ~~acquire.~~approval ~~Many~~ of ~~these~~our ~~individuals~~initial ~~and~~Business ~~entities~~Combination ~~are well established~~ and ~~have extensive~~we ~~experience~~do innot ~~identifying~~conduct ~~and~~redemptions ~~effecting,~~pursuant ~~directly or indirectly, acquisitions of companies operating in or providing services~~ to ~~various~~the ~~industries.~~tender ~~Many~~offer ~~of these competitors possess greater technical~~rules, ~~human~~ and ~~other~~if ~~resources~~you or ~~more~~a ~~local~~“group” ~~industry knowledge than we do and our financial resources will be relatively limited when contrasted with those~~ of ~~many~~shareholders ~~of these competitors. Additionally, the number of blank check companies looking for business combination targets has increased compared to recent years and many of these blank check companies~~ are ~~sponsored~~deemed by entities or persons that have significant experience with completing business combinations. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our ability to ~~compete~~hold ~~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~~excess ~~the acquisition~~ of ~~certain~~15% ~~target businesses. Furthermore, in the event we seek shareholder approval~~ of our ~~initial Business Combination and we are obligated to pay cash for our~~ Class A ordinary shares, ityou will ~~potentially reduce~~lose the ~~resources~~ability ~~available~~ to usredeem ~~for~~all ~~our~~such ~~initial~~shares ~~Business~~in ~~Combination.~~excess ~~Any~~ of ~~these~~15% obligations may place us at a competitive disadvantage in successfully negotiating a Business Combination. If we have not completed our initial Business Combination within the required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our ~~Trust~~Class A ~~Account~~ordinary ~~and our warrants will expire worthless~~shares. See “— If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors herein.

AsIf 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 ~~number~~tender offer rules, our amended and restated memorandum and articles of ~~special~~association ~~purpose~~provide ~~acquisition companies~~that ~~increases~~a public shareholder, ~~there~~together ~~may~~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 ~~more~~restricted ~~competition~~from redeeming its shares with respect to ~~find~~more than an ~~attractive~~aggregate ~~target~~of 15% of the shares sold in the Initial Public Offering, which we refer to as the “Excess Shares,” without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for anor against our initial Business Combination. ~~This~~Your ~~could increase~~inability to redeem the ~~costs~~Excess ~~associated~~Shares ~~with~~will ~~completing~~reduce your influence over our ability to complete our initial Business Combination and ~~may~~you ~~result~~could suffer a material loss on your investment in ~~our~~us ~~inability~~if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to ~~find~~the aExcess ~~suitable target~~Shares ~~for~~if we complete our initial Business Combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

InIf ~~recent~~a ~~years,~~shareholder ~~the~~fails ~~number~~to ofreceive ~~special purpose~~notice ~~acquisition~~of ~~companies~~our ~~that~~offer ~~have~~to ~~been~~redeem ~~formed~~our ~~has~~public ~~increased~~shares ~~substantially.~~in ~~Many~~connection ~~companies have entered into Business Combinations~~ with ~~special~~our ~~purpose acquisition companies, and there are still many special purpose acquisition companies seeking targets for their~~ initial Business Combination, asor ~~well~~fails asto ~~many~~comply ~~additional~~with ~~special~~the ~~purpose~~procedures ~~acquisition~~for ~~companies~~tendering ~~currently~~its ~~in registration. As a result~~shares, atsuch ~~times,~~shares ~~fewer attractive targets~~ may not be ~~available, and it may require more time, effort and resources to identify a suitable target for an initial Business Combination~~redeemed.

10We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial Business Combination. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial Business Combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

InBecause ~~addition,~~of ~~because~~our ~~there~~limited ~~are~~resources ~~more~~and ~~special purpose~~the ~~acquisition~~significant ~~companies~~competition ~~seeking~~for ~~to enter into an initial~~ Business Combination ~~with available targets~~opportunities, ~~the~~it ~~competition for available targets with attractive fundamentals or business models~~ may ~~increase,~~be ~~which~~more ~~could~~difficult ~~cause~~for ~~target~~us ~~companies~~ to ~~demand~~complete ~~improved financial~~our ~~terms.~~initial ~~Attractive~~Business ~~deals~~Combination. ~~could~~If ~~also~~we ~~become~~have ~~scarcer~~not ~~for~~completed ~~other~~our ~~reasons,~~initial ~~such~~Business asCombination ~~economic~~within orthe ~~industry~~required ~~sector~~time ~~downturns~~period, ~~geopolitical tensions~~our orpublic ~~increases~~shareholders inmay ~~the~~receive ~~cost~~only ofapproximately ~~additional capital needed to close Business Combinations or operate targets post-Business Combination~~$10.00 ~~This~~per ~~could increase the cost of~~share, ~~delay~~ or ~~otherwise~~less ~~complicate~~in orcertain ~~frustrate~~circumstances, on our ~~ability~~redemption toof ~~find~~their ashares, ~~suitable target for~~ and~~/or~~ ~~complete~~ our ~~initial~~warrants ~~Business~~will ~~Combination~~expire worthless.

IfWe ~~the~~have ~~funds~~encountered, ~~not~~and ~~being~~expect ~~held~~to incontinue 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 blank check companies and other entities, domestic and international, competing for the ~~Trust~~ ~~Account~~types ~~are~~of ~~insufficient~~businesses we intend to ~~allow~~acquire. usMany 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 ~~operate~~various ~~for~~industries. atMany ~~least~~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. Additionally, the 24number of blank check companies looking for business combination targets has increased compared to recent ~~months~~years ~~following~~and many of these blank check companies are sponsored by entities or persons that have significant experience with completing business combinations. While we believe there are numerous target businesses we could potentially acquire with the ~~closing~~net proceeds of the Initial Public Offering and the sale of the private placement warrants, weour ~~may~~ability to compete with respect to the acquisition of certain target businesses that are sizable will be ~~unable~~limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial Business Combination and we are obligated to ~~complete~~pay cash for our public shares, it will potentially 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 a Business Combination. If we have not completed our initial Business Combination within the required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors herein.

The funds available to us outside of the Trust Account may not be sufficient to allow us to operate for at least the 24 months following the closing of the Initial Public Offering, assuming that our initial Business Combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through and potential loans from certain of our affiliates are discussed in the section of the annual report titled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” However, our affiliates are not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.12

OfTable ~~the funds available to us, we could use a portion~~ of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent 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 enter into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we have not completed our initial Business Combination within the required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors herein.Contents

~~Changes~~As in the ~~market~~number ~~for~~of ~~directors and~~special ~~officers~~purpose ~~liability~~acquisition ~~insurance~~companies ~~could~~increases, ~~make~~attractive ittargets ~~more~~may ~~difficult~~become scarce and there may be more ~~expensive~~competition to find an attractive target for usan initial Business Combination. This could increase the costs associated with completing our initial Business Combination and may result in our inability to ~~negotiate~~find a suitable target for our initial Business Combination and/or complete anour initial Business Combination.

In recent ~~months~~years, the ~~market~~number ~~for~~of ~~directors~~ special purpose acquisition companies that have been formed has increased substantially. Many companies have entered into business combinations with special purpose acquisition companies, and ~~officers~~there ~~liability~~are ~~insurance~~still ~~for~~many special purpose acquisition companies ~~has~~seeking ~~changed~~targets infor ~~ways~~their ~~adverse~~initial tobusiness uscombination, ~~and~~as ~~our~~well ~~management team.~~as ~~Fewer~~many ~~insurance~~additional ~~companies~~special ~~are~~purpose ~~offering~~acquisition ~~quotes~~companies ~~for~~currently ~~directors~~in ~~and~~registration. ~~officers~~As ~~liability~~a ~~coverage~~result, ~~the~~at ~~premiums~~times, ~~charged~~fewer ~~for~~attractive ~~such policies~~targets ~~have~~may ~~generally~~be ~~increased~~available, and ~~the~~it ~~terms~~may ofrequire ~~such~~more ~~policies~~time, ~~have~~effort ~~generally~~and ~~become~~resources ~~less~~to ~~favorable.~~identify ~~These~~a ~~trends~~suitable ~~may~~target ~~continue into~~for ~~the~~an ~~future~~initial Business Combination and/or complete our initial Business Combination.

~~The~~In ~~increased~~addition, ~~cost~~because ~~and~~there ~~decreased~~are ~~availability of~~more ~~directors~~special ~~and~~purpose ~~officers~~acquisition ~~liability~~companies ~~insurance~~seeking ~~could~~to ~~make~~enter itinto ~~more~~an ~~difficult~~initial ~~and~~Business ~~more~~Combination ~~expensive~~with available targets, the competition for usavailable totargets ~~negotiate~~with ~~and~~attractive ~~complete an~~fundamentals ~~initial~~or ~~Business~~business ~~Combination.~~models Inmay ~~order~~increase, towhich ~~obtain~~could ~~directors~~cause ~~and~~target ~~officers~~companies ~~liability~~to ~~insurance~~demand orimproved ~~modify~~financial ~~its~~terms. ~~coverage~~Attractive asdeals acould ~~result of~~also ~~becoming~~become ascarcer ~~public~~for ~~company~~other reasons, ~~the~~such ~~post-Business~~as ~~Combination~~economic ~~entity~~or ~~might~~industry ~~need~~sector todownturns, ~~incur~~geopolitical ~~greater~~tensions ~~expense and/~~or ~~accept~~increases ~~less~~in ~~favorable terms.~~the ~~Furthermore,~~cost ~~any~~of ~~failure~~additional capital needed to ~~obtain~~close ~~adequate~~Business ~~directors~~Combinations ~~and~~or ~~officers~~operate ~~liability~~targets ~~insurance~~post-Business Combination. This could ~~have~~increase anthe ~~adverse~~cost ~~impact~~of, ondelay ~~the post-Business~~or ~~Combination’s~~otherwise complicate or frustrate our ability to ~~attract~~find ~~and~~a ~~retain~~suitable ~~qualified~~target ~~officers~~for and/or ~~directors~~complete our initial Business Combination.

InIf ~~addition,~~the ~~after~~funds ~~completion~~not ofbeing ~~any~~held initial Business Combination, our directors and officers could be subject to potential liability from claims arising from conduct alleged to have occurred prior to such initial Business Combination. As a result, in ~~order to protect our directors and officers,~~ the ~~post-Business Combination~~Trust ~~entity~~Account ~~may~~are ~~need~~insufficient to ~~purchase~~allow ~~additional~~us ~~insurance with respect~~ to ~~any~~operate ~~such claims (“run-off insurance”). The need~~ for ~~run-off~~at ~~insurance~~least ~~would~~the be24 months anfollowing ~~added~~the ~~expense~~closing ~~for~~of the ~~post-Business~~Initial ~~Combination~~Public ~~entity~~Offering, ~~and~~we ~~could~~may ~~interfere~~be ~~with~~unable ~~or frustrate our ability~~ to ~~consummate~~complete anour initial Business Combination ~~on terms favorable to our investors~~.

IfThe ~~third~~funds ~~parties~~available ~~bring~~to ~~claims~~us ~~against~~ outside of the Trust Account may not be sufficient to allow us to operate for at least the 24 months following the closing of the Initial Public Offering, assuming that our initial Business Combination is not completed during that time. We have incurred, and expect to continue to incur, significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through the proceeds from the Initial Public Offering held inoutside of the Trust Account, ~~could~~the bepromissory ~~reduced~~note issued by us on September 30, 2021 to our Sponsor in an aggregate amount of $2,500,000 (the “Promissory Note”) and other potential loans from certain of our affiliates are discussed in the ~~per-share~~section ~~redemption~~of ~~amount~~the ~~received~~annual byreport ~~shareholders~~titled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” However, our affiliates are not obligated to (other than pursuant to the Promissory Note) make loans to us in the future, and we may not be ~~less~~ ~~than~~able ~~$10~~to raise additional financing from unaffiliated parties necessary to fund our expenses.00 ~~per~~Any ~~share~~such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

~~Our~~Of ~~placing~~the of funds inavailable ~~the~~to ~~Trust~~us, ~~Account may~~we ~~not~~could ~~protect~~use ~~those~~a portion of the funds ~~from~~to ~~third-party~~pay ~~claims~~fees ~~against~~to consultants to assist us with our search for a target business. ~~Although~~We wecould ~~will~~also ~~seek~~use toa ~~have~~portion ~~all~~of ~~vendors,~~the ~~service~~funds ~~providers~~as ~~(other than~~a ~~our~~down ~~independent~~payment ~~auditors),~~or ~~prospective~~to ~~target~~fund ~~businesses~~a ~~and~~“no-shop” ~~other~~provision ~~entities~~(a ~~with~~provision ~~which~~in weletters doof ~~business~~intent ~~execute~~or merger agreements ~~with us~~designed ~~waiving~~to ~~any~~keep ~~right,~~target ~~title,~~businesses ~~interest~~from or“shopping” ~~claim~~around offor ~~any~~transactions ~~kind~~with inother companies or toinvestors ~~any~~on ~~monies~~terms ~~held~~more infavorable ~~the~~to ~~Trust~~such ~~Account~~target ~~for~~businesses) ~~the~~with ~~benefit~~respect ofto ~~our public~~a ~~shareholders~~particular proposed Business Combination, ~~such~~although ~~parties~~we ~~may~~do not ~~execute~~have ~~such~~any ~~agreements,~~current orintention ~~even~~to ifdo ~~they~~so. ~~execute~~If ~~such~~we ~~agreements~~enter ~~they~~into ~~may~~a ~~not~~letter beof ~~prevented from~~intent ~~bringing~~or ~~claims~~merger ~~against~~agreement ~~the~~where ~~Trust~~we ~~Account,~~paid ~~including,~~for ~~but~~the ~~not~~right ~~limited~~ to, ~~fraudulent~~receive ~~inducement,~~exclusivity ~~breach~~from ofa ~~fiduciary~~target ~~responsibility or~~business ~~other~~and ~~similar~~were ~~claims,~~subsequently asrequired ~~well~~to asforfeit ~~claims~~such ~~challenging~~funds ~~the~~(whether ~~enforceability~~as a result of ~~the~~our ~~waiver~~breach or otherwise), inwe ~~each~~might ~~case~~not inhave ~~order~~sufficient funds to ~~gain~~continue ~~advantage~~ searching for, or conduct due diligence with respect to, a ~~claim~~target ~~against~~business. ~~our~~If ~~assets,~~we ~~including~~have ~~the~~not ~~funds~~completed ~~held~~our ininitial ~~the~~Business ~~Trust~~Combination ~~Account.~~within Ifthe ~~any~~required ~~third~~time ~~party~~period, ~~refuses~~our topublic ~~execute an~~shareholders ~~agreement~~may ~~waiving~~receive ~~such~~only ~~claims~~approximately to$10.00 ~~the~~per ~~monies~~share, ~~held~~or less in certain circumstances, on the liquidation of our Trust Account, and our ~~management~~warrants will ~~perform~~expire anworthless. ~~analysis~~See of“— ~~the~~If ~~alternatives available~~third toparties itbring ~~and~~claims ~~will~~against ~~enter~~us, ~~into~~the anproceeds ~~agreement~~held ~~with~~in athe ~~third~~Trust ~~party~~Account ~~that~~could ~~has~~be ~~not~~reduced ~~executed~~and athe ~~waiver~~per-share ~~only~~redemption ifamount ~~management~~received ~~believes that~~by ~~such~~shareholders ~~third~~may ~~party’s~~be ~~engagement~~less ~~would~~than be$10.00 ~~significantly~~per ~~more~~share” ~~beneficial~~and toother usrisk ~~than~~factors ~~any alternative~~herein.

11Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination.

~~Examples~~Recently, ~~of possible instances where we may engage a third party that refuses to execute a waiver include~~ the ~~engagement~~market offor adirectors ~~third-party~~and ~~consultant~~officers ~~whose~~liability ~~particular~~insurance ~~expertise or~~for ~~skills~~special ~~are~~purpose ~~believed~~acquisition bycompanies ~~management~~has tochanged bein ~~significantly~~ways ~~superior~~adverse to ~~those~~us ofand ~~other~~our ~~consultants~~management ~~that~~team. ~~would~~Fewer ~~agree~~insurance tocompanies ~~execute a waiver or in cases where we~~ are ~~unable~~offering toquotes ~~find~~for adirectors ~~service~~and ~~provider~~officers ~~willing~~liability ~~to execute a waiver. In addition~~coverage, ~~there~~the ispremiums nocharged ~~guarantee~~for ~~that~~ such ~~entities~~policies ~~will agree to waive any claims they may~~ have ingenerally ~~the~~increased ~~future as a result of, or arising out of, any negotiations, contracts or agreements with us~~ and ~~will not seek recourse against~~ the ~~Trust~~terms ~~Account for any reason. Upon redemption~~ of ~~our~~such ~~public~~policies ~~shares, if we~~ have ~~not~~generally ~~completed~~become our initial Business Combination within the required time period, or upon the exercise of a redemption right in connection with our initial Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less ~~than the $10~~favorable.00 ~~per~~These ~~public~~trends ~~share~~may ~~initially~~continue ~~held~~into in the ~~Trust Account, due to claims of such creditors~~future.

~~Our~~The ~~Sponsor~~increased ~~has~~cost ~~agreed that it will be liable to us if~~ and todecreased ~~the~~availability extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of ~~funds~~directors in the Trust Account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and ~~all~~officers ~~rights~~liability toinsurance ~~seek~~could ~~access~~make toit ~~the~~more ~~Trust~~difficult ~~Account~~ and ~~except~~more asexpensive to any claims under our indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, 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~~us ~~third-party claims. We have not independently verified whether our Sponsor has sufficient funds~~ to ~~satisfy its~~negotiate ~~indemnity obligations~~ and ~~believe~~complete ~~that~~an ~~our~~initial ~~Sponsor’s~~Business ~~only assets are securities of our company~~Combination. ~~Our~~In ~~Sponsor~~order ~~may not have sufficient funds available~~ to ~~satisfy~~obtain ~~those~~directors ~~obligations. We have not asked our Sponsor to reserve for such obligations,~~ and ~~therefore, no~~officers ~~funds~~liability ~~are~~insurance ~~currently~~or ~~set~~modify ~~aside~~its tocoverage ~~cover~~as ~~any such obligations. As~~ a result, ifof ~~any~~becoming ~~such~~a ~~claims~~public ~~were successfully made against the Trust Account~~company, the ~~funds available for our initial~~ post-Business Combination ~~and~~entity ~~redemptions~~might ~~could~~need ~~be reduced~~ to ~~less~~incur ~~than~~greater ~~$10.00 per~~expense ~~public share. In such event, we may not be able to complete our initial Business Combination,~~ and ~~you would receive such lesser amount per public share in connection with any redemption of your public shares. None of our directors~~ /or ~~officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.~~

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.13

InTable ~~the event that the proceeds in the Trust Account are reduced below the lesser~~ of (1) $10.00 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its 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. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public shareholders may be reduced below $10.00 per share.Contents

~~The~~accept ~~securities~~less infavorable ~~which~~terms. weFurthermore, ~~invest the~~any ~~funds~~failure ~~held~~to inobtain ~~the~~adequate ~~Trust~~directors ~~Account~~and ~~could~~officers ~~bear~~liability ainsurance ~~negative rate of interest, which~~ could ~~reduce~~have ~~the~~an ~~value~~adverse ofimpact ~~the~~on ~~assets held in trust such that~~ the ~~per~~post-~~share~~Business ~~redemption~~Combination’s ~~amount~~ability ~~received~~to byattract ~~public~~and ~~shareholders~~retain ~~may~~qualified beofficers ~~less~~and ~~than $10~~directors.~~00 per share.~~

~~The~~In ~~proceeds~~addition, ~~held~~after incompletion ~~the~~of ~~Trust~~any ~~Account will~~initial beBusiness ~~invested~~Combination, ~~only~~our indirectors ~~U.S.~~and ~~government~~officers ~~treasury~~could ~~bills~~be ~~with~~subject ato ~~maturity~~potential ofliability ~~185 days~~from orclaims ~~less~~arising orfrom inconduct ~~money~~alleged ~~market~~to ~~funds~~have ~~investing solely~~occurred inprior ~~U.S.~~to ~~Treasuries.~~such ~~While~~initial ~~short-term~~Business UCombination.S. ~~government~~As ~~treasury obligations currently yield~~ a ~~positive rate of interest~~result, ~~they have briefly yielded negative interest rates~~ in ~~recent years.~~order ~~Central~~to ~~banks~~protect inour ~~Europe~~directors and ~~Japan pursued interest rates below zero in recent years~~officers, ~~and~~ the ~~Open~~post-Business ~~Market~~Combination ~~Committee~~entity ~~of the Federal Reserve has not ruled out the possibility that it~~ may ~~in the~~need ~~future adopt similar policies in the United States. In the event that we are unable~~ to ~~complete~~purchase ~~our~~additional ~~initial~~insurance ~~Business~~with ~~Combination or~~respect ~~make certain amendments~~ to ~~our~~any ~~amended~~such ~~and~~claims ~~restated~~(“run-off ~~memorandum~~insurance”). ~~and~~The ~~articles~~need offor ~~association,~~run-off ~~our~~insurance ~~public~~would ~~shareholders~~be ~~are~~an ~~entitled to~~added ~~receive~~expense ~~their~~for ~~pro rata share of~~ the ~~proceeds~~post-Business ~~held~~Combination inentity ~~the~~and ~~Trust~~could ~~Account,~~interfere ~~plus~~with ~~any interest income, net of taxes paid~~ or ~~payable~~ ~~(less,~~frustrate inour ~~the~~ability ~~case we are unable~~ to ~~complete~~consummate ~~our~~an initial Business Combination, ~~$100,000~~on ofterms ~~interest).~~favorable ~~Negative~~to ~~interest rates~~our ~~could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10~~investors.~~00 per share.~~

If, ~~after~~third weparties ~~distribute~~bring ~~the~~claims ~~proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed~~ against us ~~that is not dismissed~~, athe ~~bankruptcy court may seek to recover such~~ proceeds, ~~and~~held in the ~~members~~Trust ofAccount ~~our board~~could ~~of directors may~~ be ~~viewed~~reduced asand ~~having breached their fiduciary duties to our creditors, thereby exposing~~ the ~~members~~per-share ofredemption ~~our board~~amount ofreceived ~~directors~~by ~~and~~shareholders usmay tobe ~~claims~~less ofthan ~~punitive~~$10.00 ~~damages~~per share.

~~If,~~Our ~~after~~placing weof ~~distribute~~funds ~~the proceeds~~ in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our ~~public~~independent ~~shareholders~~auditors), prospective target businesses and other entities with which we ~~file~~do abusiness ~~winding-up~~execute oragreements ~~bankruptcy~~with ~~petition~~us waiving any right, title, interest or anclaim ~~involuntary~~of ~~winding-up~~any kind in or ~~bankruptcy petition~~to isany ~~filed~~monies ~~against~~held usin ~~that~~the isTrust ~~not~~Account ~~dismissed,~~for ~~any~~the ~~distributions~~benefit ~~received~~of byour public shareholders, ~~could~~such beparties ~~viewed~~may ~~under~~not ~~applicable debtor/creditor~~execute ~~and/~~such agreements, or ~~insolvency~~even ~~laws~~if asthey aexecute ~~voidable~~such ~~performance.~~agreements Asthey amay ~~result~~not be prevented from bringing claims against the Trust Account, aincluding, ~~liquidator~~but ~~could~~not ~~seek~~limited to, ~~recover~~fraudulent ~~some~~inducement, orbreach ~~all~~of ~~amounts received~~fiduciary byresponsibility ~~our~~or ~~shareholders.~~other Insimilar ~~addition~~claims, ~~our~~as ~~board~~well as claims challenging the enforceability of ~~directors~~the ~~may~~waiver, bein ~~viewed~~each ascase ~~having~~in ~~breached~~order ~~its~~to ~~fiduciary~~gain ~~duty~~advantage with respect to a claim against our ~~creditors and/or~~assets, ~~having~~including ~~acted~~the funds held in ~~bad~~the ~~faith~~Trust byAccount. ~~paying~~If ~~public~~any ~~shareholders~~third ~~from~~party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, ~~prior~~our tomanagement ~~addressing~~will ~~the~~perform ~~claims~~an analysis of ~~creditors, thereby~~the ~~exposing~~alternatives ~~itself~~available to it and uswill enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to ~~claims~~us ofthan ~~punitive~~any ~~damages~~alternative.

12Examples 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 we are unable to find a service provider willing to execute a waiver. 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. Upon redemption of our public shares, if we have not completed our initial Business Combination within the required time period, or upon the exercise of a redemption right in connection with our initial Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims of such creditors.

IfOur Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, ~~before~~or ~~distributing~~a prospective target business with which we have discussed entering into a transaction agreement, reduce the ~~proceeds~~ amount of funds in the Trust Account to ~~our~~below (1) $10.00 per public ~~shareholders~~share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, wein ~~file~~each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a ~~winding-up~~third orparty ~~bankruptcy~~that ~~petition~~executed ora anwaiver ~~involuntary~~of ~~winding-up~~any orand ~~bankruptcy petition~~all isrights ~~filed~~to seek access to the Trust Account and except as to any claims under our indemnity of the underwriter of the Initial Public Offering against uscertain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is ~~not~~deemed ~~dismissed~~to be unenforceable against a third party, our Sponsor will not be responsible to the ~~claims~~extent of ~~creditors~~any inliability for such ~~proceeding~~third-party ~~may~~claims. We have ~~priority~~not ~~over~~independently ~~the~~verified ~~claims~~ whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our ~~shareholders~~company. Our Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked our Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination and redemptions could be reduced to less than $10.00 per- public share. ~~amount~~In ~~that~~such ~~would~~event, ~~otherwise~~we may not be ~~received~~able byto complete our ~~shareholders~~initial Business Combination, and you would receive such lesser amount per public share in connection with any redemption of your public shares. None of our ~~liquidation may~~directors beor ~~reduced~~officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If, before distributing the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable insolvency law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any liquidation claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation would be reduced.14

IfTable weof are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination.Contents

IfOur wedirectors ~~are~~may ~~deemed~~decide not to beenforce anthe ~~investment~~indemnification ~~company under~~obligations of our Sponsor, resulting in a reduction in the ~~Investment~~amount ~~Company~~of ~~Act,~~funds ~~our~~in ~~activities~~the ~~may~~Trust beAccount ~~restricted,~~available ~~including:~~for distribution to our public shareholders.

·In ~~restrictions~~the event that the proceeds in the Trust Account are reduced below the lesser of (1) $10.00 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its 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. If our independent directors choose not to enforce these indemnification obligations, the ~~nature~~amount of funds in the Trust Account available for distribution to our ~~investments;~~public ~~and~~shareholders may be reduced below $10.00 per share.

·The ~~restrictions~~securities onin which we invest the ~~issuance~~funds held in the Trust Account could bear a negative rate of ~~securities;~~interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.

~~each~~The proceeds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of ~~which~~185 days or less or in money market funds investing solely in U.S. Treasuries. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial Business Combination or make itcertain ~~difficult~~amendments ~~for us~~to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro rata share of the proceeds held in the Trust Account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial Business Combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share. Negative interest rates could also reduce the amount of funds we have available to complete our initial Business Combination.

InIf, ~~addition~~before distributing the proceeds in the Trust Account to our public shareholders, we ~~may~~file ~~have~~a ~~imposed~~winding-up ~~upon~~or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us ~~burdensome~~ ~~requirements~~that is not dismissed, ~~including:~~the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

·If, ~~registration~~before asdistributing the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy petition or an ~~investment~~involuntary ~~company~~winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable insolvency law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the ~~SEC;~~claims of our shareholders. To the extent any liquidation claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation would be reduced.

~~· adoption of a specific form of corporate structure; and~~15

·Table ~~reporting,~~of ~~record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.~~Contents

WeIf, doafter ~~not~~we ~~believe~~distribute ~~that our anticipated principal activities will subject us to~~ the ~~Investment Company Act. The~~ proceeds ~~held~~ in the Trust Account ~~may~~to beour ~~invested~~public byshareholders, ~~the trustee~~we ~~only~~file ~~in U.S. government treasury bills with~~ a ~~maturity~~winding-up ~~of 185 days~~ or ~~less~~bankruptcy petition or inan ~~money~~involuntary ~~market~~winding-up ~~funds~~or ~~investing~~bankruptcy ~~solely in~~petition ~~U.S.~~is ~~Treasuries~~filed ~~and~~against ~~meeting~~us ~~certain~~that ~~conditions~~is ~~under~~not ~~Rule 2a-7~~dismissed, ~~under~~a ~~the~~bankruptcy ~~Investment~~court ~~Company~~may ~~Act.~~seek ~~Because~~to ~~the~~recover ~~investment of~~such ~~the~~ proceeds ~~will be restricted to these instruments~~, weand ~~believe we will meet~~ the ~~requirements~~members ~~for~~of ~~the~~our ~~exemption~~board ~~provided~~of ~~in Rule 3a-1~~directors ~~promulgated~~may ~~under the Investment Company Act. If we were deemed to~~ be ~~subject~~viewed toas ~~the~~having ~~Investment~~breached ~~Company~~their ~~Act,~~fiduciary ~~compliance with~~duties ~~these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability~~ to ~~complete a Business Combination. If we have not completed~~ our ~~initial~~creditors, ~~Business~~thereby ~~Combination~~exposing ~~within~~ the ~~required~~members ~~time period,~~of our ~~public~~board ~~shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation~~ of ~~our~~directors ~~Trust Account~~ and ~~our~~us ~~warrants~~to ~~will~~claims ~~expire~~of ~~worthless~~punitive damages.

~~Changes~~If, after we distribute the proceeds in ~~laws~~the orTrust ~~regulations~~Account to our public shareholders, or we file a ~~failure~~winding-up toor ~~comply~~bankruptcy ~~with~~petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any ~~laws~~distributions received by shareholders could be viewed under applicable debtor/creditor and/or ~~regulations~~insolvency laws as a voidable performance. As a result, ~~may~~a ~~adversely~~liquidator ~~affect~~could seek to recover some or all amounts received by our ~~business,~~shareholders. ~~including~~In addition, our ~~ability~~board of directors may be viewed as having breached its fiduciary duty to ~~negotiate~~our creditors and/or ~~complete our~~having ~~initial~~acted ~~Business~~in ~~Combination~~bad faith by paying public shareholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and ~~results~~us to claims of ~~operations~~punitive damages.

WeIf we are ~~subject~~deemed to ~~laws~~be ~~and~~an ~~regulations enacted~~investment bycompany ~~national,~~under ~~regional~~the ~~and~~Investment ~~local~~Company ~~governments. In particular~~Act, we ~~will~~may be required to ~~comply~~institute ~~with~~burdensome ~~certain~~compliance ~~SEC~~requirements and ~~other legal requirements,~~ our ~~business~~activities ~~combination~~ may be ~~contingent on our ability to comply with certain laws and regulations and any post-business combination company may be subject to additional laws and regulations. Compliance with~~restricted, ~~and~~which ~~monitoring of, applicable laws and regulations~~ may bemake it difficult, ~~time~~for ~~consuming~~us ~~and costly. Those laws and regulations and their interpretation and application may also change from time~~ to ~~time and those changes could have a material adverse effect on our business, including our ability to negotiate and~~ complete our initial Business Combination~~, and results of operations~~. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.

13If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

If● werestrictions ~~have~~on ~~not completed our initial Business Combination within~~ the ~~allotted~~nature ~~time~~of ~~period,~~ our ~~public~~investments; ~~shareholders may be forced to wait beyond such allotted time period before redemption from our Trust Account.~~and

If● werestrictions ~~have not completed our initial Business Combination within 24 months from the closing of the Initial Public Offering or during any Extension Period, we will distribute the aggregate amount then~~ on ~~deposit in~~ the ~~Trust~~issuance ~~Account, including interest (less up to $100,000~~ of ~~interest to pay dissolution expenses and which interest shall be net of taxes payable)~~securities, pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of public shareholders from the Trust Account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to windup, liquidate the Trust Account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the allotted time period before the redemption proceeds of our Trust Account become available to them and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial Business Combination or amend certain provisions of our amended and restated memorandum and articles of association and then only in cases where investors have properly sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we have not completed our initial Business Combination within the required time period and do not amend certain provisions of our amended and restated memorandum and articles of association prior thereto.

~~Our~~each ~~shareholders~~of which may bemake ~~held~~it ~~liable~~ difficult for ~~claims by third parties against~~ us to ~~the~~complete ~~extent~~our ofinitial ~~distributions~~Business ~~received by them upon redemption of their shares~~Combination.

IfIn ~~we are forced to enter into an insolvent liquidation~~addition, ~~any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made,~~ we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may ~~be viewed as having breached their fiduciary duties to us or our creditors and/or may~~ have ~~acted~~imposed inupon bad faith, and thereby exposing themselves and our company to claims, 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~~burdensome these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of up to approximately $18requirements,~~300~~ ~~and to imprisonment for up to five years in the Cayman Islands.~~including:

We● ~~may~~registration ~~not~~as ~~hold~~ an ~~annual~~investment ~~general meeting~~company ~~until~~with ~~after~~ the ~~consummation of our initial Business Combination. Our public shareholders will not have the right to elect or remove directors prior to the consummation of our initial Business Combination.~~SEC;

In● ~~accordance~~adoption with the NYSE 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 the NYSE. There is no requirement under the Companies Act for us to hold annual or general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss company affairs with management. In addition, as holders of ~~our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment of directors prior to consummation of our initial Business Combination. In addition, holders of~~ a ~~majority~~specific ~~of our~~form ~~founder shares may remove a member~~ of ~~the~~corporate ~~board~~structure; ~~of directors for any reason.~~and

~~The~~● ~~grant~~reporting, ofrecord ~~registration~~keeping, ~~rights to~~voting, ~~our~~proxy ~~initial shareholders~~ and ~~their~~disclosure ~~permitted~~requirements ~~transferees~~and ~~may~~other ~~make~~rules itand ~~more~~regulations ~~difficult~~ to ~~complete~~which ~~our~~we ~~initial~~are ~~Business~~currently ~~Combination, and~~not ~~the future exercise of such rights may adversely affect the market price of our Class A ordinary shares~~subject.

AtWe ordo ~~after~~not ~~the~~believe ~~time~~that of our ~~initial~~anticipated ~~Business Combination,~~principal ~~our~~activities ~~initial~~will ~~shareholders~~subject ~~and~~us ~~their~~to ~~permitted~~the ~~transferees~~Investment ~~can~~Company ~~demand~~Act. ~~that~~The weproceeds ~~register~~held in the ~~resale~~Trust ofAccount ~~their~~may ~~founder~~be ~~shares after~~invested ~~those~~by ~~shares~~the ~~convert~~trustee toonly ~~our~~in ~~Class A ordinary shares~~U.S. Ingovernment ~~addition,~~treasury ~~our~~bills ~~Sponsor~~with ~~and~~a ~~its~~maturity ~~permitted~~of ~~transferees~~185 days ~~can~~or ~~demand that~~less weor ~~register~~in ~~the~~money ~~resale~~market offunds ~~the~~investing ~~Private~~solely ~~Placement~~in ~~Warrants~~U.S. Treasuries and ~~the~~meeting ~~Class A~~certain ~~ordinary~~conditions ~~shares~~under ~~issuable~~Rule 2a-7 ~~upon~~under ~~exercise~~the ofInvestment ~~the Private~~Company ~~Placement~~Act. ~~Warrants,~~Because ~~and~~the ~~holders~~investment of ~~warrants~~the ~~that~~proceeds ~~may~~will be ~~issued~~restricted ~~upon~~to ~~conversion~~these ofinstruments, ~~working~~we ~~capital~~believe ~~loans may demand that~~ we ~~register~~will meet the ~~resale~~requirements offor ~~such~~the ~~warrants~~exemption orprovided ~~the~~in ~~Class~~Rule A3a-1 ~~ordinary~~promulgated ~~shares~~under ~~issuable~~the ~~upon~~Investment ~~exercise~~Company ~~of such warrants~~Act. WeIf ~~will~~we ~~bear the~~were ~~cost~~deemed ofto ~~registering~~be ~~these~~subject ~~securities.~~to ~~The~~the ~~registration~~Investment ~~and~~Company ~~availability~~Act, ofcompliance ~~such~~with athese ~~significant~~additional ~~number~~regulatory ofburdens ~~securities~~would ~~for~~require ~~trading in~~additional ~~the~~expenses ~~public~~for ~~market~~which ~~may~~we have annot ~~adverse~~allotted ~~effect~~funds onand ~~the~~may ~~market~~hinder ~~price of~~ our ~~Class A~~ability ~~ordinary~~to ~~shares.~~complete Ina ~~addition,~~Business ~~the~~Combination. ~~existence of~~If ~~the~~we ~~registration~~have ~~rights~~not ~~may~~completed ~~make~~ our initial Business Combination ~~more~~within ~~costly~~the orrequired ~~difficult~~time toperiod, ~~conclude.~~our ~~This~~public ~~is because the~~ shareholders ~~of the target business~~ may ~~increase~~receive ~~the~~only ~~equity~~approximately ~~stake~~$10.00 ~~they~~per ~~seek~~share, ~~in the combined entity~~ or ~~ask~~less ~~for~~in ~~more~~certain ~~cash~~circumstances, ~~consideration to offset the negative impact~~ on the ~~market~~liquidation ~~price~~ of our ~~Class A~~Trust ~~ordinary~~Account ~~shares~~and ~~that is expected when the ordinary shares owned by~~ our ~~initial shareholders or their permitted transferees, our Private Placement Warrants or~~ warrants ~~issued~~will inexpire ~~connection with working capital loans are registered for resale~~worthless.

~~Because~~Changes wein ~~are~~laws ~~not~~or ~~limited~~regulations toor ahow ~~particular industry~~such laws or ~~any~~regulations ~~specific~~are ~~target~~interpreted ~~businesses~~or ~~with~~applied, ~~which~~or a failure to ~~pursue~~comply ~~our~~with ~~initial~~any ~~Business~~laws ~~Combination~~or regulations, ~~you~~may ~~will~~adversely beaffect ~~unable~~our business, including our ability to ~~ascertain the~~negotiate ~~merits~~and orcomplete ~~risks~~our ofinitial ~~any~~Business ~~particular~~Combination, ~~target~~and ~~business’s~~results of operations.

~~Although~~We weare ~~expect~~subject to ~~focus~~laws ~~our~~and ~~search for~~regulations aenacted ~~target~~by ~~business in the technology industry~~national, weregional ~~may seek to complete a Business Combination with an operating company of any size (subject to our satisfaction of the 80% of net assets test)~~ and inlocal ~~any industry, sector or geographic area~~governments. ~~However~~In particular, we will ~~not,~~ ~~under our amended and restated memorandum and articles of association,~~ be ~~permitted~~required to ~~effectuate~~comply ~~our initial Business Combination solely~~ with ~~another~~certain ~~blank~~SEC ~~check~~and ~~company~~other orlegal ~~similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a Business Combination~~requirements, ~~there~~our ~~is no basis to evaluate the possible merits or risks of any particular target~~ business’s ~~operations,~~combination ~~results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial Business Combination, we~~ may be ~~affected~~contingent byon ~~numerous~~our ~~risks~~ability ~~inherent~~to incomply ~~the business operations~~ with ~~which~~certain welaws ~~combine.~~and ~~For~~regulations ~~example,~~and ifany ~~we combine with a financially unstable~~ post-business orcombination ancompany ~~entity lacking an established record of sales or earnings, we~~ may be ~~affected~~subject byto ~~the~~additional ~~risks~~laws ~~inherent in the business~~ and ~~operations of a financially unstable or development stage entity~~regulations. ~~Although~~Compliance ~~our~~with, ~~directors~~ and ~~officers~~monitoring ~~will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all~~ of ~~the significant risk factors or that we will have adequate time to complete due diligence. Furthermore~~, ~~some~~applicable oflaws ~~these~~and ~~risks~~regulations may be ~~outside~~difficult, oftime ~~our~~consuming ~~control~~ and ~~leave~~costly. usThose ~~with~~laws noand ~~ability~~regulations ~~to control~~and ortheir ~~reduce~~interpretation ~~the~~and ~~chances~~application ~~that~~may ~~those risks will adversely impact a target business. We~~ also ~~cannot~~change ~~assure~~from ~~you~~time ~~that an investment in our securities will not ultimately prove~~ to betime, ~~less~~including ~~favorable~~as ~~to our investors than~~ a ~~direct~~result ~~investment,~~of ifchanges ~~such~~in ~~opportunity were available~~economic, ~~in a Business Combination target. Accordingly~~political, ~~any~~social ~~shareholder~~and orgovernment ~~warrant holder who chooses to remain a shareholder or warrant holder~~policies, ~~respectively,~~and ~~following~~those ~~our~~changes ~~initial Business Combination~~ could ~~suffer~~have a ~~reduction~~material inadverse ~~the~~effect ~~value~~on ofour ~~their~~business, ~~securities. Such~~including ~~shareholders~~our ~~and~~ability ~~warrant holders are unlikely~~ to ~~have~~negotiate aand ~~remedy for such reduction in value.~~

1416

WeTable ~~may seek acquisition opportunities outside the technology industries, which may be outside~~ of ~~our management’s areas of expertise.~~Contents

Wecomplete ~~will~~our ~~consider~~initial a Business Combination ~~outside the technology industries~~, ~~which~~and ~~may~~results ~~be outside~~ of ~~our~~operations. ~~management’s~~In ~~areas of expertise~~addition, if a ~~Business~~failure ~~Combination candidate is presented~~ to uscomply ~~and~~with we determine that such candidate offers an attractive acquisition opportunity for our company. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable tolaws ~~its evaluation~~ or ~~operation~~regulations, ~~and~~as ~~our~~interpreted ~~management’s~~and ~~expertise~~applied, ~~would~~could ~~not~~have bea ~~relevant to~~material anadverse ~~understanding~~effect ofon ~~the~~our business ~~that we elect to acquire. As a result~~, including our ~~management~~ability ~~may not be able~~ to ~~adequately~~negotiate ~~ascertain or~~and ~~assess~~complete ~~all of the significant risk factors relevant to such acquisition. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following~~ our initial Business Combination, ~~could~~and ~~suffer~~results ~~a reduction in the value~~ of ~~their securities~~operations. ~~Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.~~

~~Although~~If we have ~~identified~~not ~~general criteria~~completed ~~and guidelines that we believe are important in evaluating prospective target businesses, we may enter into~~ our initial Business Combination ~~with~~within athe ~~target~~Combination ~~that~~Period, ~~does~~our ~~not~~public ~~meet~~shareholders ~~such~~may ~~criteria~~be ~~and~~forced ~~guidelines,~~to ~~and~~wait asbeyond ~~a result,~~ the ~~target business with which we enter into our initial Business~~ Combination ~~may~~Period ~~not~~before ~~have~~redemption ~~attributes~~from ~~entirely consistent with~~ our ~~general~~Trust ~~criteria and guidelines~~Account.

~~Although~~If we have ~~identified~~not ~~general~~completed ~~criteria and~~our ~~guidelines~~initial ~~for~~Business ~~evaluating~~Combination ~~prospective~~within ~~target~~the ~~businesses~~Combination Period, itwe iswill ~~possible~~distribute ~~that~~the aaggregate ~~target~~amount ~~business~~then ~~with~~on ~~which~~deposit wein ~~enter~~the ~~into~~Trust ~~our initial~~Account, ~~Business~~including ~~Combination~~interest ~~will~~(less ~~not~~up ~~have~~to ~~all~~$100,000 of ~~these~~interest ~~positive~~to ~~attributes.~~pay Ifdissolution weexpenses ~~complete~~and ~~our~~which ~~initial~~interest ~~Business~~shall ~~Combination~~be ~~with a~~net ~~target~~of ~~that~~taxes ~~does~~payable), ~~not~~pro ~~meet~~rata ~~some~~to orour public shareholders by way of redemption and cease all operations except for the purposes of ~~these~~winding ~~criteria~~up ~~and~~of ~~guidelines~~our affairs, ~~such~~as ~~combination~~further ~~may~~described ~~not~~herein. beAny asredemption ~~successful~~of aspublic ashareholders ~~combination with~~from athe ~~business~~Trust ~~that~~Account ~~does~~shall ~~meet~~be ~~all~~effected automatically by function of our ~~general~~amended ~~criteria~~and restated memorandum and ~~guidelines.~~articles Inof ~~addition,~~association ifprior weto ~~announce~~any avoluntary ~~prospective~~winding ~~Business~~up. ~~Combination with~~If awe ~~target~~are ~~that~~required ~~does~~to ~~not~~windup, ~~meet~~liquidate ~~our~~the ~~general~~Trust ~~criteria~~Account and ~~guidelines~~distribute such amount therein, apro ~~greater~~rata, ~~number~~to ofour public shareholders, ~~may~~as ~~exercise~~part ~~their~~of ~~redemption rights~~any liquidation process, ~~which~~such ~~may~~winding ~~make~~up, itliquidation ~~difficult~~and ~~for~~distribution usmust tocomply ~~meet~~with ~~any~~the ~~closing~~applicable ~~condition~~provisions ~~with~~of athe ~~target~~Companies ~~business~~Act (As Revised) of the Cayman Islands (the “Companies Act”). In that ~~requires~~case, usinvestors may be forced to ~~have~~wait abeyond ~~minimum net~~the ~~worth~~Combination orPeriod abefore ~~certain~~the ~~amount~~redemption proceeds of ~~cash.~~our InTrust ~~addition,~~Account ifbecome ~~shareholder~~available ~~approval~~to them and they receive the return of their pro rata portion of the ~~transaction~~proceeds isfrom ~~required~~our byTrust ~~applicable~~Account. ~~law~~We ~~or stock~~have ~~exchange~~no ~~listing~~obligation ~~requirements,~~to orreturn wefunds ~~decide~~to investors prior to ~~obtain~~the ~~shareholder~~date ~~approval~~of ~~for~~our ~~business~~redemption or ~~other~~liquidation ~~reasons~~unless, itprior ~~may~~thereto, bewe ~~more difficult~~consummate ~~for~~our usinitial toBusiness ~~attain~~Combination ~~shareholder~~or ~~approval~~amend certain provisions of our ~~initial~~amended ~~Business~~and ~~Combination~~restated ifmemorandum ~~the~~and ~~target~~articles ~~business~~of ~~does~~association ~~not~~and ~~meet~~then ~~our~~only ~~general criteria~~in ~~and~~cases ~~guidelines~~where investors have properly sought to redeem their Class A ordinary shares. IfOnly upon our redemption or any liquidation will public shareholders be entitled to distributions if we have not completed our initial Business Combination within the required time period, ~~our~~and ~~public shareholders~~do ~~may~~not ~~receive~~amend ~~only approximately $10.00 per share, or less in~~ certain ~~circumstances,~~provisions onof ~~the~~our ~~liquidation~~amended ofand ~~our~~restated ~~Trust Account~~memorandum and ~~our~~articles ~~warrants~~of ~~will~~association ~~expire~~prior ~~worthless~~thereto.

WeOur shareholders may ~~seek~~be ~~acquisition~~held ~~opportunities with~~liable anfor ~~early~~claims ~~stage~~by ~~company,~~third aparties ~~financially~~against ~~unstable~~us ~~business~~to orthe anextent ~~entity~~of ~~lacking~~distributions anreceived ~~established~~by ~~record~~them ofupon ~~revenue~~redemption orof ~~earnings~~their shares.

ToIf ~~the extent~~ we ~~complete~~are ~~our~~forced ~~initial~~to ~~Business Combination~~enter ~~with~~into an ~~early~~insolvent ~~stage company~~liquidation, aany ~~financially~~distributions ~~unstable~~received ~~business~~by orshareholders ancould ~~entity~~be ~~lacking~~viewed as an ~~established~~unlawful ~~record~~payment ofif ~~sales~~it ~~or earnings~~was proved that immediately following the date on which the distribution was made, we ~~may~~were beunable ~~affected~~to bypay ~~numerous~~our ~~risks~~debts ~~inherent~~as they fall due in the ~~operations~~ordinary course of ~~the~~ business. ~~with~~As ~~which~~a weresult, ~~combine.~~a ~~These~~liquidator ~~risks~~could ~~include investing~~seek into arecover ~~business~~some ~~without~~or aall ~~proven~~amounts ~~business~~received ~~model~~by ~~and~~our ~~with~~shareholders. ~~limited~~Furthermore, ~~historical~~our ~~financial~~directors ~~data,~~may ~~volatile~~be ~~revenues~~viewed as having breached their fiduciary duties to us or ~~earnings, intense~~our ~~competition~~creditors and/or ~~difficulties~~may have acted in ~~obtaining~~bad faith, and ~~retaining~~thereby ~~key~~exposing ~~personnel.~~themselves ~~Although~~and our ~~directors~~company ~~and~~to ~~officers~~claims, ~~will~~by ~~endeavor~~ paying public shareholders from the Trust Account prior to ~~evaluate~~addressing the ~~risks~~claims ~~inherent~~of increditors. aWe ~~particular~~cannot ~~target~~assure ~~business,~~you wethat ~~may~~claims will not be ~~able~~brought toagainst ~~properly~~us ~~ascertain~~for these reasons. We and our directors and officers who knowingly and willfully authorized or ~~assess~~permitted ~~all~~any distribution to be paid out of ~~the~~our ~~significant risk~~share ~~factors~~premium ~~and~~account while we ~~may~~were ~~not~~unable ~~have~~to ~~adequate~~pay ~~time~~our todebts ~~complete~~as they fall due ~~diligence.~~in ~~Furthermore,~~the ~~some~~ordinary course of ~~these~~business ~~risks~~would ~~may~~ be ~~outside~~guilty of ~~our control~~an offence and ~~leave~~may usbe ~~with~~liable nofor ~~ability~~a tofine ~~control~~of orup ~~reduce~~to ~~the~~approximately ~~chances~~$18,300 ~~that~~and ~~those~~to ~~risks~~imprisonment ~~will~~for ~~adversely~~up ~~impact~~to afive years ~~target~~in ~~business~~the Cayman Islands.

We ~~are~~may not ~~required~~hold ~~to obtain~~ an ~~opinion~~ ~~regarding~~annual ~~fairness.~~general ~~Consequently,~~meeting ~~you~~until ~~may~~after ~~have~~the noconsummation ~~assurance~~of ~~from~~our aninitial ~~independent~~Business ~~source~~Combination. ~~that~~Our ~~the~~public ~~price~~shareholders wewill ~~are~~not ~~paying~~have ~~for~~ the ~~business~~right isto ~~fair~~elect toor ~~our~~remove ~~company~~directors ~~from~~prior ato ~~financial~~the ~~point~~consummation of ~~view~~our initial Business Combination.

~~Unless~~In weaccordance ~~complete~~with ~~our~~the ~~initial~~NYSE ~~Business Combination~~corporate ~~with~~governance ~~an affiliated entity~~requirements, we are not required to ~~obtain~~hold an ~~opinion~~annual ~~that~~general ~~the~~meeting ~~price~~until weone year ~~are~~after ~~paying~~our first fiscal year end following our listing on the NYSE. There is ~~fair~~no requirement under the Companies Act for us to ~~our~~hold ~~company from~~annual aor ~~financial~~general ~~point~~meetings ofto ~~view~~appoint directors. IfUntil nowe ~~opinion~~hold isan ~~obtained~~annual general meeting, ~~our~~public shareholders ~~will~~may not be ~~relying~~afforded on the ~~judgment~~opportunity to discuss company affairs with management. In addition, as holders of our ~~board~~Class A ofordinary ~~directors~~shares, ~~who~~ our public shareholders will ~~determine~~not ~~fair~~have ~~market~~the ~~value~~right ~~based~~to vote on ~~standards~~the ~~generally~~appointment ~~accepted~~of bydirectors ~~the~~prior ~~financial~~to ~~community.~~consummation ~~Such~~of ~~standards~~our ~~used~~initial ~~will be~~Business ~~disclosed~~Combination. inIn ~~our~~addition, ~~tender~~holders ~~offer~~of ~~documents~~a ormajority ~~proxy~~of ~~solicitation~~our ~~materials,~~founder asshares ~~applicable,~~may ~~related~~remove toa member of our ~~initial~~board ~~Business~~of ~~Combination~~directors for any reason.

15The grant of registration rights to our initial shareholders and their permitted transferees may make it more difficult to complete our initial Business Combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

WePursuant ~~may~~to ~~issue~~a ~~additional~~registration ~~Class A ordinary~~rights ~~shares~~agreement orentered ~~preferred~~into ~~shares~~in toconnection ~~complete~~with ~~our~~the ~~initial~~Initial ~~Business~~Public ~~Combination~~Offering, at or ~~under~~after anthe ~~employee~~time ~~incentive plan after completion~~ of our initial Business Combination., Weour ~~may~~initial ~~also~~shareholders ~~issue~~and ~~Class A~~their ~~ordinary~~permitted ~~shares~~transferees ~~upon~~can demand that we register the ~~conversion~~resale of ~~the~~their ~~Class B~~founder ~~ordinary~~ shares atafter athose ~~ratio~~shares ~~greater~~convert ~~than one-~~to~~-one~~ atour ~~the~~Class ~~time~~A ofordinary ~~our~~shares. ~~initial~~In ~~Business~~addition, ~~Combination~~our asSponsor aand ~~result~~its ofpermitted ~~the~~transferees ~~anti-dilution~~can ~~provisions contained~~demand inthat ~~our~~we ~~amended~~register ~~and~~the ~~restated~~resale ~~memorandum~~of ~~and~~the ~~articles~~private ofplacement ~~association.~~warrants ~~Any~~and ~~such~~the ~~issuances~~Class ~~would~~A ~~dilute~~ordinary ~~the~~shares ~~interest~~issuable ofupon ~~our shareholders~~exercise ~~and~~of ~~likely~~the ~~present~~private ~~other~~placement ~~risks.~~

Our amended and restated memorandum and articles of association authorizes the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 undesignated preferred shares, par value $0.0001 per share. As of December 31, 2020, there were 345,250,000 and 21,250,000 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding warrants but not upon conversion of the Class B ordinary shares. Class B ordinary shares are convertible into Class A ordinary shares, initially at a one-for-one ratio but subject to adjustment as set forth herein. As of December 31, 2020, there were no preferred shares issued and outstanding.17

WeTable ~~may issue a substantial number~~ of additional Class A ordinary shares, and may issue preferred shares, in order to complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination. We may also issue Class A ordinary shares to redeem the warrants or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial Business Combination, we may not issue additional ordinary shares that would entitle the holders thereof to (1) receive funds from the Trust Account or (2) vote as a class with our public shares on any initial Business Combination. The issuance of additional ordinary shares or preferred shares:Contents

·warrants, ~~may~~and ~~significantly~~holders ~~dilute~~of ~~the~~warrants ~~equity~~that ~~interest~~may ofbe ~~investors~~issued inupon ~~the~~conversion ~~Initial~~of ~~Public~~working ~~Offering,~~capital ~~which~~loans ~~dilution~~may ~~would~~demand ~~increase~~that ifwe register the ~~anti-dilution~~resale ~~provisions~~of insuch warrants or the Class BA ordinary shares ~~resulted~~issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the ~~issuance~~public market may have an adverse effect on the market price of our Class A ordinary shares. onIn aaddition, ~~greater~~the ~~than~~existence ~~one-~~of the registration rights may make our initial Business Combination more costly or difficult to~~-one~~ ~~basis~~conclude. ~~upon~~This ~~conversion~~is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class BA ordinary shares; that is expected when the ordinary shares owned by our initial shareholders or their permitted transferees, our private placement warrants or warrants issued in connection with working capital loans are registered for resale.

·Because ~~may~~we ~~subordinate~~are ~~the~~not ~~rights~~limited ofto ~~holders~~a ofparticular ~~ordinary~~industry, ~~shares~~subsector iftherein, ~~preferred~~geographic ~~shares~~area ~~are~~or ~~issued~~any specific target businesses with ~~rights~~which ~~senior~~to pursue our initial Business Combination, you will be unable to ~~those~~ascertain ~~afforded~~the ~~our~~merits ~~ordinary~~or ~~shares;~~risks of any particular target business’s operations.

·We ~~could~~may ~~cause~~seek to complete a ~~change~~Business Combination with an operating company of ~~control~~any ifsize a(subject ~~substantial~~to ~~number~~our satisfaction of the 80% of net assets test) and in any industry, subsector or geographic area. However, we will not, under our ~~ordinary~~amended ~~shares~~and isrestated ~~issued~~memorandum and articles of association, be permitted to effectuate our initial Business Combination solely with another blank check company or similar company with nominal operations. Unless and until we have disclosed a specific target business with respect to a Business Combination, there will be no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial Business Combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may ~~affect~~be affected by the risks inherent in the business and operations of a financially unstable or development stage entity. Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, ~~among~~we ~~other~~cannot ~~things~~assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to ~~use~~control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our ~~net~~securities ~~operating~~will ~~loss~~not ~~carry~~ultimately ~~forwards~~prove to be less favorable to our investors than a direct investment, if such opportunity were available, in a Business Combination target. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, ~~and~~respectively, following our initial Business Combination could ~~result~~suffer a reduction in the ~~resignation~~value ~~or removal~~ of ~~our~~their ~~present~~securities. ~~directors~~Such shareholders and ~~officers;~~warrant holders are unlikely to have a remedy for such reduction in value.

·We may ~~have~~seek ~~the~~acquisition ~~effect~~opportunities ofoutside ~~delaying~~the ortechnology ~~preventing~~industries, awhich ~~change~~may ofbe ~~control~~outside of usour bymanagement’s ~~diluting~~areas ~~the share ownership or voting rights~~ of ~~a person seeking to obtain control of us;~~expertise.

·We will consider a Business Combination outside the technology industries, which may ~~adversely~~be ~~affect~~outside ~~prevailing~~of ~~market~~our ~~prices~~management’s areas of expertise, if a Business Combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our ~~Units~~company. In the event we elect to pursue such an acquisition, ~~ordinary~~our ~~shares~~management’s expertise may not be directly applicable to its evaluation or operation, and/ our management’s expertise may not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or ~~warrants;~~assess all of the significant risk factors relevant to such acquisition. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

·Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial Business Combination with a target that does not ~~result~~meet insuch ~~adjustment~~criteria toand guidelines, and as a result, the ~~exercise~~target ~~price~~business ofwith which we enter into our ~~warrants~~initial Business Combination may not have attributes entirely consistent with our general criteria and guidelines.

~~Our~~Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial Business Combination will not have all of these positive attributes. If we complete our initial Business Combination with a target that does not meet some or all of these criteria and guidelines, such combination may ~~involve~~not be as successful as a ~~jurisdiction~~combination with a business that ~~could~~does ~~impose~~meet ~~taxes~~all onof our general criteria and guidelines. In addition, if we announce a prospective Business Combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by

We may, subject to requisite shareholder approval by special resolution under the Companies Act, effect a Business Combination with a target company in another jurisdiction, reincorporate in the jurisdiction in which the target company or business is located, or reincorporate in another jurisdiction. Such transactions may result in tax liability for a shareholder or warrant holder in the jurisdiction in which the shareholder or warrant holder is a tax resident (or in which its members are resident if it is a tax transparent entity), in which the target company is located, or in which we reincorporate. In the event of a reincorporation pursuant to our initial Business Combination, such tax liability may attach prior to any consummation of redemptions. We do not intend to make any cash distributions to shareholders to pay such taxes.18

~~Resources~~Table could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial Business Combination within the required time period, our public shareholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of ~~our Trust Account and our warrants will expire worthless.~~Contents

Weapplicable ~~anticipate~~law ~~that~~or ~~the~~stock ~~investigation~~exchange ~~of each~~listing ~~specific target business and the negotiation~~requirements, ~~drafting~~or ~~and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If~~ we decide ~~not~~ to ~~complete~~obtain ashareholder ~~specific~~approval ~~initial Business Combination, the costs incurred up to that point~~ for ~~the~~business ~~proposed~~or ~~transaction likely~~other ~~would not be recoverable. Furthermore~~reasons, ifit wemay ~~reach~~be anmore ~~agreement~~difficult ~~relating~~for us to aattain ~~specific~~shareholder ~~target~~approval ~~business,~~of ~~we may fail to complete~~ our initial Business Combination ~~for~~if ~~any~~the ~~number~~target ofbusiness ~~reasons~~does ~~including~~not ~~those~~meet ~~beyond~~ our ~~control.~~general ~~Any~~criteria ~~such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate~~ and ~~acquire or merge with another business~~guidelines. If we have not completed our initial Business Combination within the required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

16We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.

WeTo ~~may~~the ~~engage~~extent inwe acomplete our initial Business Combination with ~~one~~an early stage company, a financially unstable business or ~~more~~an ~~target~~entity ~~businesses~~lacking ~~that~~an ~~have~~established ~~relationships~~record ~~with~~of ~~entities~~sales ~~that~~or earnings, we may be ~~affiliated~~affected by numerous risks inherent in the operations of the business with ~~our~~which ~~Sponsor~~we combine. These risks include investing in a business without a proven product, ~~directors~~technology or business model and with limited historical financial data, volatile revenues or earnings, intense competition, difficulties in obtaining and retaining key personnel, scientific challenges and regulatory hurdles. Although our directors and officers ~~which~~will endeavor to evaluate the risks inherent in a particular target business, we may ~~raise~~not ~~potential~~be ~~conflicts~~able to properly ascertain or assess all of ~~interest~~the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

InAny ~~light~~due ofdiligence ~~the~~in ~~involvement~~connection ~~of our Sponsor, directors and officers~~ with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, directors and officers. Certain of our directors and officers also serve as officers and board members for other entities, including those described under “Item 10. Directors, Executive Officer and Corporate Governance — Conflicts of Interest.” Such entities, including the Other Existing SCH SPACs, may compete with us for Business Combination opportunities. If we determined that an ~~affiliated~~initial ~~entity met our criteria and guidelines for a~~ Business Combination ~~and~~may ~~such~~not ~~transaction~~reveal ~~was~~all ~~approved~~relevant byconsiderations ~~a majority of our independent and disinterested directors. Despite our agreement that we,~~ or aliabilities ~~committee~~ of ~~independent~~a ~~and disinterested directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of~~ target business ~~we are seeking to acquire~~, ~~regarding~~which ~~the~~could ~~fairness~~have ~~to our company from~~ a ~~financial~~material ~~point~~adverse ofeffect ~~view~~on ~~of a Business Combination with one or more businesses affiliated with~~ our ~~Sponsor~~business, ~~directors~~financial ~~or officers~~condition, ~~potential~~ ~~conflicts~~results of ~~interest~~operations ~~still may exist~~ and, ~~as a result, the terms of the Business Combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest~~prospects.

~~Since~~We ~~our~~intend to conduct such due diligence as we deem reasonably practicable and appropriate based on the target business and the facts and circumstances applicable to the proposed transaction prior to any initial ~~shareholders~~Business Combination. The objective of the due diligence process will ~~lose~~ ~~their~~be ~~entire~~to ~~investment~~identify material issues which might affect the decision to proceed with an initial Business Combination or the consideration payable in usconnection ifwith ~~our~~such initial Business Combination. isWe ~~not~~also ~~completed~~intend to use information provided during the due diligence process to formulate our business and operational planning for, aand ~~conflict~~valuation of, ~~interest~~any ~~may~~target ~~arise~~company inor ~~determining whether~~business. While conducting due diligence and assessing a ~~particular~~potential ~~Business~~target ~~Combination~~business, we will rely on publicly available information (if any), information provided by the relevant target isbusiness ~~appropriate~~to ~~for~~the ~~our~~extent ~~initial~~provided ~~Business~~and, ~~Combination~~in some circumstances, third-party studies.

~~Our~~The due diligence undertaken with respect to a potential initial ~~shareholders~~Business ~~collectively~~Combination ~~own 20%~~may ofnot ~~our~~reveal ~~issued~~all ~~and~~relevant ~~outstanding~~facts ~~shares~~that ~~after~~may ~~the~~be ~~Initial~~necessary ~~Public~~to ~~Offering~~evaluate ~~(assuming~~such ~~they~~transaction door ~~not~~to ~~purchase~~formulate ~~any units~~a inbusiness strategy. Furthermore, the ~~Initial~~ ~~Public~~information ~~Offering),~~provided ~~for~~during ~~which~~due ~~they~~diligence ~~paid~~may annot ~~aggregate~~be ~~amount~~adequate ofor ~~$25,000~~accurate. ~~The~~As ~~founder~~part ~~shares~~of ~~will~~the bedue ~~worthless~~diligence ifprocess, we dowill ~~not complete~~also anmake subjective judgments regarding the results of operations, financial condition and prospects of a potential initial Business Combination, and these judgments may be inaccurate.

In ~~addition,~~pursuing our ~~Sponsor~~acquisition ~~purchased an aggregate of 11~~strategy,~~000,000~~ ~~Private~~we ~~Placement~~may ~~Warrants,~~seek ~~each~~to ~~exercisable~~effectuate ~~for~~our ~~one~~initial ~~Class A~~Business ~~ordinary~~Combination ~~share,~~with ~~for~~ a ~~purchase~~privately ~~price~~held ofcompany. ~~$22,000,000 in~~Very ~~the~~little ~~aggregate,~~public orinformation ~~$2.00~~generally ~~per~~exists ~~warrant~~about private companies, ~~that~~and ~~will~~we ~~also~~could be ~~worthless~~required ifto wemake doour ~~not~~decision ~~complete~~on whether to pursue a ~~Business~~potential ~~Combination.~~initial ~~Each~~business ~~Private Placement~~combination ~~Warrant~~on ~~may~~the bebasis ~~exercised~~of ~~for~~limited ~~one~~information, ~~Class A~~which ~~ordinary~~may ~~share~~result atin a ~~price~~Business ofCombination ~~$11.50~~with ~~per~~a ~~share,~~company ~~subject~~that tois ~~adjustment~~not as ~~provided~~ ~~herein~~profitable as we suspected, if at all.

~~The~~Due ~~founder~~diligence ~~shares~~conducted ~~are identical to the ordinary shares included~~ in ~~the Units~~connection ~~except~~with ~~that:~~an ~~(1) prior to our~~ initial Business Combination, ~~only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares~~ may ~~remove a~~not ~~member~~result ~~of the board of directors for any reason; (2) the founder shares are subject to certain transfer restrictions contained~~ in a letter agreement that our initial shareholders, directors and officers have entered into with us; (3) pursuant to such letter agreement, our initial shareholders, directors and officers have agreed to waive: (i) their redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection with the ~~completion of our~~ initial Business Combination; ~~(ii) their~~being ~~redemption~~successful. ~~rights~~If ~~with respect to any founder shares and public shares held by them in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify~~ the ~~substance or~~due ~~timing~~diligence ofinvestigation ~~our~~fails ~~obligation~~ to ~~allow~~identify ~~redemption~~material ininformation ~~connection~~regarding ~~with~~an ~~our~~opportunity, ~~initial Business Combination~~ or ~~to redeem 100% of our public shares~~ if we doconsider ~~not~~such ~~complete~~material ~~our~~risks ~~initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect~~ to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (iii) their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if we fail to complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or during any Extension Period (although they will be ~~entitled~~commercially toacceptable ~~liquidating~~relative ~~distributions from the Trust Account with respect~~ to ~~any public shares they hold if we fail to complete our initial Business Combination within~~ the ~~prescribed time frame); (4) the founder shares will automatically convert into our Class A ordinary shares at the time of our initial Business Combination~~opportunity, ~~or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below;~~ and ~~(5) the founder shares are entitled to registration rights. If~~ we ~~submit~~proceed ~~our~~with an initial Business Combination ~~to our public shareholders for a vote~~, our ~~initial~~company ~~shareholders~~may ~~have~~subsequently ~~agreed~~incur ~~(and~~substantial ~~their~~impairment ~~permitted~~charges ~~transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them purchased during~~ or ~~after~~other ~~the Initial Public Offering in favor of our initial Business Combination~~losses. ~~While~~In weaddition, dofollowing ~~not~~an ~~expect our board of directors to approve any amendment to or waiver of the letter agreement or registration rights agreement prior to our~~ initial Business Combination, it we may be ~~possible that our board of directors, in exercising its business judgment and~~ subject to ~~its fiduciary duties~~significant, ~~chooses to~~previously ~~approve~~undisclosed ~~one~~liabilities ~~or more amendments to or waivers~~ of ~~such agreements in connection with~~ the ~~consummation~~acquired ofbusiness ~~our initial Business Combination. Any such amendments or waivers would not require approval from our stockholders, may result in the completion of our initial Business Combination~~ that ~~may~~were not ~~otherwise~~identified ~~have~~during ~~been~~due ~~possible,~~diligence and ~~may~~which could have ana material adverse effect on ~~the~~our ~~value~~business, offinancial ancondition, ~~investment in~~results ~~our~~of ~~securities~~operations and prospects.

~~The~~We ~~personal~~are ~~and~~not ~~financial~~required ~~interests~~to ~~of our~~obtain ~~Sponsor,~~an ~~directors~~opinion ~~and~~regarding ~~officers~~fairness. ~~may~~Consequently, ~~influence~~you ~~their~~may ~~motivation~~have inno ~~identifying~~assurance ~~and~~from ~~selecting a target Business Combination, completing~~ an ~~initial~~independent ~~Business~~source ~~Combination~~that ~~and influencing~~ the ~~operation~~price ofwe ~~the~~are ~~business~~paying ~~following~~for the ~~initial~~business ~~Business~~is ~~Combination. This~~fair ~~risk~~to ~~may~~our ~~become~~company ~~more~~from ~~acute~~a asfinancial ~~the~~point ~~24-month deadline following the closing~~ of ~~the Initial Public Offering nears, which is the deadline for the completion of our initial Business Combination~~view.

17Unless we complete our initial Business Combination with an affiliated entity, we are not required to obtain an opinion that the price we are paying is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, which will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial Business Combination.

In order to effectuate an initial business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that some of our shareholders may not support.19

InTable ~~order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions~~ of their charters and modified governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association requires at least a special resolution of our shareholders as a matter of Cayman Islands law. A resolution is deemed to be a special resolution as a matter of Cayman Islands law where it has been approved by either (1) holders of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s ordinary shares at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders. Our amended and restated memorandum and articles of association provide that special resolutions must be approved either by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting (i.e., the lowest threshold permissible under Cayman Islands law) (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial business combination, which require the approval of the holders of a majority of at least 90% of our ordinary shares attending and voting in a general meeting), or by a unanimous written resolution of all of our shareholders. The warrant agreement provides that (a) the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in the prospectus related to our Initial Public Offering, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants under the warrant agreement and (b) all other modifications or amendments require the vote or written consent of at least 65% of the then outstanding public warrants; provided that any amendment that solely affects the terms of the private placement warrants or any provision of the warrant agreement solely with respect to the private placement warrants will also require at least 65% of the then outstanding private placement warrants. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments, including the warrant agreement, or extend the time to consummate an initial business combination in order to effectuate our initial business combination.Contents

We may ~~issue~~engage ~~notes~~the orunderwriters ~~other~~from ~~debt securities,~~our Initial Public Offering or ~~otherwise~~any ~~incur~~of ~~substantial~~their ~~debt,~~affiliates to ~~complete~~provide aadditional ~~Business~~services ~~Combination,~~to ~~which~~us. ~~may~~The ~~adversely~~underwriters ~~affect~~are ~~our~~entitled ~~leverage~~to ~~and financial~~receive ~~condition~~deferred ~~and~~commissions ~~thus~~that ~~negatively~~will ~~impact~~be released from the ~~value~~trust only on a completion of ~~our~~an ~~shareholders’~~initial ~~investment~~Business Combination. These financial incentives may cause the underwriters to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering.

We may ~~choose~~engage tothe ~~incur~~underwriters ~~substantial~~from ~~debt~~ our Initial Public Offering or any of their affiliates to ~~complete~~provide ~~our~~additional ~~initial~~services ~~Business~~to ~~Combination.~~us, Weincluding, ~~have~~for ~~agreed~~example, ~~that~~identifying wepotential ~~will~~targets, ~~not~~providing ~~incur~~financial ~~any~~advisory ~~indebtedness~~services, ~~unless~~acting weas ~~have~~a ~~obtained~~placement ~~from the~~agent ~~lender~~in a ~~waiver~~private ofoffering ~~any~~or ~~right,~~arranging ~~title,~~debt ~~interest~~financing. We may pay the underwriters or ~~claim~~any of ~~any~~their ~~kind~~affiliates infair and reasonable fees or toother ~~the~~compensation ~~monies~~that ~~held~~would be determined at that time in ~~the~~an ~~Trust~~arm’s ~~Account~~length negotiation. AsThe ~~such, no~~underwriters ~~issuance~~are ofalso ~~debt~~entitled ~~will~~to ~~affect~~receive ~~the~~deferred ~~per-share~~commissions ~~amount~~that ~~available~~are ~~for~~conditioned ~~redemption~~on ~~from~~ the ~~Trust~~completion ~~Account~~of an initial Business Combination. ~~Nevertheless,~~The fact that the ~~incurrence~~ underwriters or any of ~~debt~~their ~~could~~affiliates’ ~~have~~financial interests are tied to the consummation of a ~~variety~~business combination transaction may give rise to potential conflicts of ~~negative~~interest ~~effects~~in providing any such additional services to us, including: potential conflicts of interest in connection with the sourcing and consummation of an initial Business Combination.

·We ~~default~~may ~~and~~issue ~~foreclosure~~additional onClass A ~~our~~ordinary ~~assets~~shares ifor preferred shares to complete our ~~operating~~initial ~~revenues~~Business ~~after~~Combination or under an employee incentive plan after completion of our initial Business Combination. ~~are~~We ~~insufficient~~may also issue Class A ordinary shares to ~~repay~~redeem warrants or upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our ~~debt~~initial ~~obligations;~~Business Combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.

·Our ~~acceleration~~amended and restated memorandum and articles of ~~our~~association ~~obligations~~authorizes the issuance of up to ~~repay~~500,000,000 ~~the~~Class A ~~indebtedness~~ordinary ~~even~~shares, ifpar wevalue ~~make~~$0.0001 ~~all~~per ~~principal~~share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and ~~interest~~5,000,000 ~~payments~~undesignated ~~when~~preferred ~~due~~shares, ifpar wevalue ~~breach~~$0.0001 ~~certain~~per ~~covenants~~share. ~~that~~As ~~require~~of December 31, 2021, there were 345,250,000 and 21,250,000 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding warrants but not upon conversion of the ~~maintenance~~Class B ordinary shares. Class B ordinary shares are convertible into Class A ordinary shares, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association, including in certain ~~financial~~circumstances ~~ratios~~in orwhich ~~reserves~~we ~~without~~issue aadditional ~~waiver~~Class A ordinary shares or ~~renegotiation~~equity-linked securities in connection with our initial business combination. As of ~~that~~December 31, ~~covenant;~~2021, there were no preferred shares issued and outstanding.

·We may issue a substantial number of additional Class A ordinary shares, and may issue preferred shares, in order to complete our ~~immediate~~initial ~~payment~~Business Combination or under an employee incentive plan after completion of ~~all~~our ~~principal~~initial Business Combination. We may also issue Class A ordinary shares to redeem warrants or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained in our amended and ~~accrued~~restated ~~interest~~memorandum and articles of association. However, ifour ~~any~~amended and restated memorandum and articles of association provide, ifamong other things, that prior to our initial Business Combination, we may not issue additional ordinary shares that would entitle the ~~debt~~holders isthereof ~~payable~~to (1) receive funds from the Trust Account or (2) vote as a class with our public shares on ~~demand;~~any initial Business Combination. The issuance of additional ordinary shares or preferred shares:

·● may significantly dilute the equity interest of our ~~inability~~public toinvestors, ~~obtain~~which ~~necessary~~dilution ~~additional~~would ~~financing~~increase if the ~~debt~~anti-dilution ~~contains~~provisions ~~covenants~~in ~~restricting~~the ~~our~~Class ~~ability~~B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one ~~obtain~~basis ~~such~~upon ~~financing~~conversion ~~while~~of the ~~debt~~Class isB ~~outstanding~~ordinary shares;

·● ~~our~~may ~~inability~~subordinate tothe ~~pay~~rights ~~dividends~~of onholders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares;

·● ~~using~~could cause a ~~substantial~~change ~~portion~~ of ~~our~~control ~~cash~~if ~~flow~~a tosubstantial ~~pay~~number ~~principal~~of ~~and~~our ~~interest~~ordinary onshares ~~our~~is ~~debt~~issued, which ~~will~~may ~~reduce~~affect, ~~the~~among ~~funds~~other ~~available~~things, ~~for~~our ~~dividends~~ability onto use our ~~ordinary~~net ~~shares~~operating ifloss ~~declared,~~carry ~~expenses~~forwards, ~~capital~~if ~~expenditures~~any, ~~acquisitions~~ and ~~other~~could ~~general~~result ~~corporate~~in ~~purposes~~the resignation or removal of our present directors and officers;

·● ~~limitations~~may onhave ~~our~~the ~~flexibility~~effect inof ~~planning~~delaying ~~for~~or ~~and~~preventing ~~reacting~~a tochange ~~changes~~of incontrol ~~our~~of ~~business~~us ~~and~~by indiluting the ~~industry~~share inownership ~~which~~or wevoting ~~operate~~rights of a person seeking to obtain control of us;

·● ~~increased~~may ~~vulnerability~~adversely toaffect ~~adverse~~prevailing ~~changes~~market inprices ~~general~~for ~~economic~~our Units, ~~industry~~ordinary ~~and~~shares ~~competitive conditions~~ and/or ~~adverse changes in government regulation~~warrants; and

1820

·Table ~~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.~~Contents

We● may benot ~~able~~result toin ~~complete~~adjustment ~~only~~to ~~one Business Combination with~~ the ~~proceeds~~exercise ofprice ~~the Initial Public Offering and the sale~~ of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our ~~operations and profitability~~warrants.

WeOur ~~may effectuate our~~ initial Business Combination ~~with~~may ainvolve ~~single target business or multiple target businesses simultaneously or within~~ a ~~short~~jurisdiction period of time. However, we may not be able to effectuate our initial Business Combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that wecould ~~prepare~~impose ~~and~~taxes ~~file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated~~ on ~~a combined basis~~shareholders. By completing our initial Business Combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks. 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:

·We ~~solely~~may, ~~dependent~~subject ~~upon~~to requisite shareholder approval by special resolution under the ~~performance~~Companies ofAct, effect a ~~single~~Business Combination with a target company in another jurisdiction, reincorporate in the jurisdiction in which the target company or business is located, ~~property~~or reincorporate in another jurisdiction. Such transactions may result in tax liability for a shareholder or ~~asset;~~warrant holder in the jurisdiction in which the shareholder or warrant holder is a tax resident (or in which its members are resident if it is a tax transparent entity), in which the target company is located, or in which we reincorporate(or otherwise result in adverse tax consequences). In the event of a reincorporation pursuant to our initial Business Combination, such tax liability may attach prior to any consummation of redemptions. We do not intend to make any cash distributions to shareholders to pay such taxes.

·Resources ~~dependent~~could ~~upon~~be ~~the~~wasted ~~development~~in orresearching ~~market~~acquisitions ~~acceptance~~that ofare anot ~~single~~completed, which could materially adversely affect subsequent attempts to locate and acquire or ~~limited~~merge ~~number~~with ofanother ~~products~~business. If we have not completed our initial Business Combination within the required time period, ~~processes~~our public shareholders may receive only approximately $10.00 per share, or ~~services~~less than such amount in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

~~This~~We ~~lack~~anticipate that the investigation of ~~diversification~~each ~~may~~specific ~~subject us~~target tobusiness ~~numerous~~and ~~economic~~the negotiation, ~~competitive~~drafting and ~~regulatory~~execution ~~risks~~of relevant agreements, ~~any~~disclosure ordocuments ~~all~~and ofother ~~which~~instruments ~~may~~will ~~have~~require asubstantial management time and attention and substantial ~~adverse~~costs ~~impact~~for ~~upon~~accountants, attorneys and others. If we decide not to complete a specific initial Business Combination, the ~~particular industry~~costs inincurred ~~which~~up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may ~~operate~~fail to complete our initial Business Combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial Business Combination within the required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

We may ~~attempt~~engage toin ~~simultaneously complete~~a Business ~~Combinations~~Combination with ~~multiple~~one ~~prospective~~or ~~targets,~~more ~~which~~target ~~may~~businesses ~~hinder~~that ~~our~~have ~~ability~~relationships towith ~~complete~~entities ~~our~~that ~~initial~~may ~~Business Combination~~be ~~and~~affiliated ~~give~~with ~~rise~~our toSponsor, ~~increased~~directors ~~costs~~or ~~and~~officers, ~~risks~~which ~~that~~may ~~could~~raise ~~negatively~~potential ~~impact~~conflicts ~~our~~of ~~operations and profitability~~interest.

IfIn welight ~~determine~~of tothe ~~simultaneously~~involvement ~~acquire several~~of ~~businesses~~our ~~that~~Sponsor, ~~are~~directors ~~owned~~and byofficers ~~different~~with ~~sellers~~other entities, we ~~will~~may ~~need~~decide ~~for~~to ~~each~~acquire ofone ~~such~~or ~~sellers~~more tobusinesses ~~agree~~affiliated ~~that~~with our ~~purchase~~Sponsor, directors and officers. Each of ~~its business~~our isdirectors ~~contingent~~and onofficers ~~the~~also ~~simultaneous~~serve ~~closings~~as ofofficers ~~the~~and/or board members for other ~~Business~~entities, ~~Combinations~~including those described under “Item 10. Directors, ~~which~~Executive ~~may~~Officer ~~make~~and itCorporate ~~more~~Governance — Conflicts ~~difficult~~of ~~for~~Interest.” usSuch entities, including IPOD, HEGA, the SCS SPACs and ~~delay~~any ~~our~~other ~~ability~~blank check companies sponsored by Social Capital or Hedosophia, tomay ~~complete~~compete ~~our~~with ~~initial~~us for Business Combination opportunities. ~~With~~We ~~multiple~~may pursue a Business ~~Combinations,~~Combination with an affiliated entity if we ~~could~~determined ~~also~~that ~~face~~such ~~additional risks,~~affiliated ~~including~~entity ~~additional~~met ~~burdens~~our criteria and ~~costs~~guidelines ~~with~~for ~~respect~~a toBusiness ~~possible~~Combination ~~multiple~~and ~~negotiations~~such ~~and~~transaction ~~due~~was ~~diligence~~approved ~~investigations~~by ~~(if there~~a ~~are~~majority ~~multiple~~of ~~sellers)~~our independent and ~~the~~disinterested ~~additional~~directors. ~~risks~~Despite ~~associated~~our ~~with~~agreement ~~the~~that ~~subsequent~~we, ~~assimilation~~or ofa ~~the~~committee ~~operations~~of independent and ~~services~~ disinterested directors, will obtain an opinion from an independent investment banking firm or ~~products~~another ofvaluation ~~the~~or ~~acquired~~appraisal ~~companies~~firm inthat aregularly ~~single~~renders ~~operating~~fairness ~~business.~~opinions Ifon the type of target business we are ~~unable~~seeking to ~~adequately~~acquire, ~~address~~regarding ~~these~~the ~~risks,~~fairness itto ~~could negatively~~our ~~impact~~company from a financial point of view of a Business Combination with one or more businesses affiliated with our ~~profitability~~Sponsor, directors or officers, potential conflicts of interest still may exist and, ~~results~~as a result, the terms of ~~operations~~the Business Combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

WeFailure ~~may attempt~~ to ~~complete~~maintain our ~~initial Business~~status ~~Combination~~as ~~with~~tax aresident ~~private~~solely ~~company about which little information is available, which may result~~ in athe ~~Business~~Cayman ~~Combination with~~Islands acould ~~company~~adversely ~~that~~affect isour ~~not~~financial asand ~~profitable~~operating ~~as we suspected, if at all~~results.

InOur ~~pursuing~~intention ~~our~~is ~~acquisition~~that ~~strategy,~~prior ~~we may seek~~ to ~~effectuate~~ our initial Business Combination ~~with~~we ashould ~~privately~~be ~~held~~resident ~~company~~solely in the Cayman Islands. ~~Very~~Continued ~~little~~attention ~~public~~must ~~information~~be ~~generally exists~~paid ~~about~~to ~~private~~ensure ~~companies~~that major decisions by the Company are not made from another jurisdiction, ~~and~~since wethis could because ~~required~~us to ~~make~~lose our ~~decision~~status onas ~~whether~~tax toresident ~~pursue~~solely ain ~~potential~~the ~~initial~~Cayman ~~Business Combination~~Islands. onThe composition of the ~~basis~~Board, the place of ~~limited~~residence ~~information,~~of the individual members of the Board and the location(s) in which ~~may~~the ~~result~~Board makes decisions will all be important factors in adetermining ~~Business~~and ~~Combination~~maintaining ~~with~~our atax ~~company~~residence ~~that~~in isthe ~~not~~Cayman asIslands. ~~profitable~~ If we were to be considered as tax resident within another jurisdiction, we ~~suspected~~may be subject to additional tax in that jurisdiction, ifwhich atcould ~~all~~negatively affect our financial and operating results, and/or our shareholders’ or warrant holders’ investment returns could be subject to additional or increased taxes (including withholding taxes).

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a Business Combination with which a substantial majority of our shareholders do not agree.21

~~Our~~Table ~~amended and restated memorandum and articles~~ of association do not provide a specified maximum redemption threshold, except 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 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial Business Combination. As a result, we may be able to complete our initial Business Combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial Business Combination and do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsor, directors, officers, advisors or any of their respective affiliates. In the event the aggregate cash consideration we would be required to pay for all public 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 ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Business Combination.Contents

19Since our initial shareholders will lose their entire investment in us if our initial Business Combination is not completed, a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination.

~~Certain~~Our ~~provisions~~initial ofshareholders ~~our~~collectively ~~amended and~~beneficially ~~restated~~own ~~memorandum~~20% ~~and articles~~ of ~~association that relate to~~ our ~~pre-Business~~issued ~~Combination activity (~~and ~~corresponding~~outstanding ~~provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of at least two-thirds of our ordinary~~ shares ~~who attend and vote at a general meeting~~, for which isthey apaid ~~lower~~an ~~amendment~~aggregate ~~threshold~~amount ~~than that~~ of ~~some other~~$25,000. ~~blank~~The ~~check~~founder ~~companies.~~shares Itwill ~~may~~ be ~~easier~~worthless ~~for~~if ~~us,~~we ~~therefore,~~do tonot ~~amend~~complete ~~our amended and restated memorandum and articles of association and the trust agreement to facilitate the completion of~~ an initial Business Combination ~~that some of our shareholders may not support~~.

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-Business Combination activity, without approval by holders of a certain percentage of the company’s shares. In ~~those companies~~addition, ~~amendment~~our ofSponsor ~~these~~beneficially ~~provisions~~owns ~~typically~~an ~~requires~~aggregate ~~approval by holders holding between 90% and 100%~~ of ~~the company’s public shares. Our amended and restated memorandum and articles of association provide that any of its provisions~~11, including those related to pre-Business Combination activity (including the requirement to deposit proceeds of the Initial Public Offering and the sale of Private Placement Warrants into the Trust Account and not release such amounts except in specified circumstances)000, ~~may~~000 beprivate ~~amended~~placement ~~if approved by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting~~warrants, ~~and corresponding~~each ~~provisions~~exercisable offor ~~the~~one ~~trust~~Class ~~agreement~~A ~~governing the release of funds from our Trust Account may be amended if approved by holders of 65% of our~~ ordinary ~~shares (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial Business Combination~~share, for which ~~require~~it ~~the~~paid ~~approval~~an ofaggregate ~~the~~amount ~~holders~~ of ~~a majority of at least 90% of our ordinary shares attending and voting in a general meeting). Our initial shareholders~~$22, ~~who collectively beneficially own 20% of our ordinary shares~~000,000 ~~may participate~~ in ~~any~~the ~~vote~~aggregate, ~~to amend our amended and restated memorandum and articles of association and/~~or ~~trust~~ ~~agreement and will have the discretion to vote in any manner they choose~~$2.00 Asper ~~a result~~warrant, wethat ~~may~~will also be ~~able~~worthless toif ~~amend~~we ~~the~~do ~~provisions of~~not ~~our~~complete ~~amended~~a ~~and restated memorandum and articles of association which govern our pre-~~Business Combination. ~~behavior~~Each ~~more~~private ~~easily than~~placement ~~some~~warrant ~~other blank check companies, and this~~ may ~~increase~~be ~~our~~exercised ~~ability~~for toone ~~complete~~Class ~~our~~A ~~initial~~ordinary ~~Business~~share ~~Combination~~at ~~with~~a ~~which you~~price doof ~~not agree~~$11.50 Inper ~~certain circumstances~~share, ~~our~~subject ~~shareholders~~to ~~may pursue remedies against us for any breach of our amended and restated memorandum and articles of association~~adjustment.

WeThe personal and financial interests of our Sponsor, directors and officers may beinfluence ~~unable~~their tomotivation ~~obtain~~in ~~additional financing~~identifying toand ~~complete~~selecting ~~our~~a target Business Combination, completing an initial Business Combination orand toinfluencing ~~fund~~the operation of the ~~operations~~business ~~and~~following ~~growth~~the initial Business Combination. This risk may become more acute as the 24-month deadline following the closing of athe ~~target~~Initial ~~business~~Public Offering nears, which ~~could~~is ~~compel us~~the tocurrent ~~restructure~~deadline orfor ~~abandon~~the acompletion ~~particular~~of our initial Business Combination.

IfThe ~~the~~value ~~net proceeds~~ of the ~~Initial~~founder ~~Public Offering~~shares ~~and~~following ~~the~~completion ~~sale~~ of ~~the Private Placement Warrants prove to be insufficient, either because of the size of~~ our initial Business ~~Combination,~~ the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial Business Combination oris ~~the~~likely ~~terms of negotiated transactions~~ to ~~purchase shares in connection with our initial Business Combination, we may~~ be ~~required~~substantially tohigher ~~seek~~than ~~additional financing or to abandon~~ the ~~proposed~~nominal ~~Business~~price ~~Combination.~~paid Wefor ~~cannot~~them, ~~assure~~even ~~you that such financing will be available on acceptable terms,~~ if ~~at all. To~~ the ~~extent~~trading ~~that~~price ~~additional~~of ~~financing proves to be unavailable when needed to complete~~ our ~~initial~~ordinary ~~Business~~at ~~Combination, we~~such ~~would~~time beis ~~compelled~~substantially toless ~~either~~than ~~restructure~~$10.00 ~~the~~per ~~transaction or abandon that particular Business Combination and seek an alternative target business candidate~~share.

InOur ~~addition,~~Sponsor ~~even~~has ifinvested wein dous an aggregate of $22,025,000 (not ~~need~~including ~~additional financing~~any toadvances ~~complete~~under ~~our~~the ~~initial~~Promissory ~~Business~~Note ~~Combination~~or otherwise), wecomprised ~~may~~of ~~require~~the ~~such~~$25,000 ~~financing~~purchase toprice ~~fund~~for the ~~operations~~founder orshares ~~growth~~and of the ~~target business.~~$22,000,000 ~~The~~purchase ~~failure~~price tofor ~~secure~~the ~~additional~~private ~~financing~~placement ~~could~~warrants. ~~have~~Assuming a ~~material~~trading ~~adverse~~price ~~effect~~of on$10.00 ~~the~~per ~~continued~~share ~~development~~upon orconsummation ~~growth~~ of our initial Business Combination, the ~~target~~28,750,000 ~~business~~founder shares would have an aggregate implied value of $287,500,000. ~~None~~Even if the trading price of our ~~directors~~ordinary shares were as low as $0.76 per share, ~~officers~~and orthe ~~shareholders~~private isplacement ~~required~~warrants towere ~~provide~~worthless, ~~any~~the ~~financing~~value of the founder shares would be equal to usthe sponsor’s initial investment in ~~connection with~~us. orAs ~~after~~a result, our ~~initial~~Sponsor ~~Business~~is ~~Combination.~~likely Ifto webe ~~have~~able ~~not~~to ~~completed~~make ~~our~~a ~~initial~~substantial ~~Business~~profit ~~Combination~~on ~~within~~its ~~the~~investment ~~required~~in us at a time ~~period,~~ when our public ~~shareholders~~shares ~~may~~have ~~receive~~lost ~~only~~significant ~~approximately~~value ~~$10~~and our warrants are worthless.00 ~~per~~Accordingly, ~~share~~our management team, orsome ~~less~~of whom own interests in ~~certain~~our ~~circumstances~~Sponsor, onmay be more willing to pursue a business combination with a riskier or less-established target business than would be the ~~liquidation of~~case if our ~~Trust~~Sponsor ~~Account,~~had ~~and~~paid the same per share price for the founder shares as our ~~warrants~~public ~~will~~shareholders ~~expire~~paid ~~worthless~~for their public shares.

~~Our~~In order to effectuate an initial ~~shareholders~~business ~~will~~combination, ~~control the~~special ~~election~~purpose ofacquisition ~~our~~companies ~~board~~have, ofin ~~directors~~the ~~until~~past, ~~consummation~~amended ofvarious ~~our~~provisions ~~initial~~of ~~Business~~their ~~Combination~~charters and ~~will~~modified ~~hold~~governing ainstruments, ~~substantial~~including ~~interest in~~their uswarrant agreements. AsWe acannot ~~result,~~assure ~~they~~you that we will ~~appoint~~not ~~all~~seek ofto amend our ~~directors~~amended ~~prior~~and torestated ~~our~~memorandum ~~initial~~and ~~Business~~articles ~~Combination~~of ~~and~~association ~~may~~or ~~exert~~governing instruments in a ~~substantial influence~~manner onthat ~~actions~~will ~~requiring~~make ~~shareholder~~it ~~vote,~~easier ~~potentially~~for inus ato ~~manner~~complete our initial business combination that ~~you~~some doof our shareholders may not support.

~~Our~~In order to effectuate an initial ~~shareholders~~business ~~own~~combination, ~~20%~~special purpose acquisition companies have, in the recent past, amended various provisions of ~~our issued~~their charters and ~~outstanding~~modified ~~ordinary~~governing ~~shares~~instruments, including their warrant agreements. InFor ~~addition~~example, ~~prior~~blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time to ~~our~~consummate an initial ~~Business~~business ~~Combination~~combination and, ~~holders~~with ofrespect ~~the~~to ~~founder~~their ~~shares will~~warrants, ~~have~~amended their warrant agreements to require the ~~right~~warrants to ~~appoint~~be ~~all~~exchanged offor cash and/or other securities. Amending our ~~directors~~amended and ~~may~~restated ~~remove~~memorandum ~~members~~and articles of ~~the~~association ~~board~~requires at least a special resolution of ~~directors~~our ~~for~~shareholders ~~any~~as ~~reason~~a matter of Cayman Islands law. ~~Holders~~A resolution is deemed to be a special resolution as a matter of ~~our~~ ~~public~~Cayman Islands law where it has been approved either (1) by holders of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s ordinary shares ~~will~~at ~~have~~a nogeneral ~~right~~meeting tofor ~~vote~~which onnotice specifying the ~~appointment~~intention to propose the resolution as a special resolution has been given or (2) if so authorized by a company’s articles of ~~directors~~association, ~~during~~by ~~such~~a ~~time.~~unanimous ~~These~~written ~~provisions~~resolution of ~~our~~all of the company’s shareholders. Our amended and restated memorandum and articles of association ~~may~~provide ~~only~~that special resolutions must be ~~amended~~approved either by holders of at least two-thirds of our ordinary shares who attend and vote at a ~~special~~general ~~resolution~~meeting ~~passed~~(i.e., bythe lowest threshold permissible under Cayman Islands law) (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial business combination, which require the approval of the holders of a majority of at least 90% of our ordinary shares attending and voting in a general meeting), or by a unanimous written resolution of all of our shareholders. AsThe warrant agreement provides that (a) the ~~result,~~terms ~~you~~of ~~will~~the ~~not~~warrants ~~have~~may be amended without the consent of any ~~influence over~~holder for the ~~appointment~~purpose of ~~directors~~(i) curing ~~prior~~any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in the prospectus related to our ~~initial~~Initial ~~Business~~Public ~~Combination.~~Offering, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants under the warrant agreement and (b) all other modifications or amendments require the vote or

In addition, as a result of their substantial ownership in our company, our initial shareholders may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions. If our initial shareholders purchase any Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their influence over these actions. Accordingly, our initial shareholders will exert significant influence over actions requiring a shareholder vote at least until the completion of our initial Business Combination.22

20Table of Contents

Awritten consent of at least 65% of the then outstanding public warrants; provided that any amendment that solely affects the terms of the private placement warrants or any provision of ~~our~~the warrant agreement ~~may~~ ~~make~~solely itwith ~~more~~respect ~~difficult~~to ~~for~~the usprivate placement warrants will also require at least 65% of the then outstanding private placement warrants. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments, including the warrant agreement, or extend the time to consummate an initial business combination in order to effectuate our initial Business Combination.

~~Unlike~~We ~~some~~may ~~blank~~issue ~~check~~notes ~~companies~~or other debt securities, ifor otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

·We wemay ~~issue~~choose ~~additional~~to ~~ordinary~~incur ~~shares~~substantial ordebt ~~equity-linked~~to ~~securities~~complete ~~for~~our ~~capital raising purposes in connection with the closing of the~~ initial Business Combination ~~at an issue price or effective issue price of less than $9~~.20 ~~per~~We ~~ordinary~~have ~~share~~agreed ~~(with~~that ~~such~~we ~~issue~~will ~~price~~not orincur ~~effective~~any ~~issue~~indebtedness ~~price~~unless towe behave ~~determined~~obtained infrom ~~good~~the ~~faith~~lender bya ~~our~~waiver ~~board~~ of ~~directors~~any ~~and~~right, intitle, ~~the~~interest ~~case~~or claim of any ~~such~~kind ~~issuance~~in or to the ~~Sponsor~~monies ~~or its affiliates, without taking into account any founder shares~~ held byin the ~~Sponsor~~Trust orAccount. ~~such affiliates~~Nevertheless, asthe ~~applicable,~~incurrence ~~prior~~of todebt ~~such~~could ~~issuance)~~have ~~(the~~a ~~“Newly~~variety ~~Issued~~of ~~Price”)~~negative effects, including:

·● ~~the~~default ~~aggregate~~and ~~gross~~foreclosure ~~proceeds~~on ~~from~~our ~~such~~assets ~~issuances~~if ~~represent~~our ~~more~~operating ~~than~~revenues ~~60%~~after ofan ~~the total equity proceeds, and interest thereon, available for the funding of our~~ initial Business Combination onare ~~the~~insufficient ~~date~~to ofrepay ~~the completion of~~ our ~~initial~~debt ~~Business Combination (net of redemptions), and~~obligations;

·● ~~the~~acceleration ~~volume weighted average trading price~~ of our ~~Class~~obligations Ato ~~ordinary~~repay ~~shares~~the ~~during~~indebtedness ~~the~~even 20if ~~trading~~we ~~day~~make ~~period~~all ~~starting~~principal onand ~~the~~interest ~~trading~~payments ~~day~~when ~~prior~~due toif ~~the~~we ~~day~~breach oncertain ~~which~~covenants wethat ~~consummate~~require ~~our~~the ~~initial~~maintenance ~~Business~~of ~~Combination~~certain ~~(such~~financial ~~price,~~ratios ~~the~~or ~~“Market~~reserves ~~Value”)~~without isa ~~below~~waiver ~~$9.20~~or ~~per~~renegotiation ~~share,~~of that covenant;

~~then~~● ~~the~~our ~~exercise~~immediate ~~price~~payment of ~~the~~all ~~warrants will~~principal ~~be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value~~ and ~~the~~accrued ~~Newly Issued Price~~interest, ~~the~~if ~~$18.00 per share redemption trigger price applicable to our warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price~~any, ~~and~~if the ~~$10.00~~debt ~~per~~is ~~share~~payable ~~redemption~~on trigger price applicable to our warrants will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial Business Combination with a target business.demand;

~~Our~~● ~~warrants~~our ~~and~~inability ~~founder~~to ~~shares~~obtain ~~may have~~necessary anadditional ~~adverse~~financing ~~effect~~if on the ~~market~~debt ~~price~~contains ofcovenants restricting our ~~Class A~~ability ~~ordinary~~to ~~shares~~obtain ~~and~~such ~~make~~financing itwhile ~~more~~the ~~difficult~~debt tois ~~effectuate our initial Business Combination.~~outstanding;

We● ~~issued~~our ~~warrants~~inability to ~~purchase~~pay ~~28,750,000 Class A~~dividends ordinary shares, at a price of $11.50 per whole share (subject to adjustment as provided herein), as part of the Units sold in the Initial Public Offering and, simultaneously with the closing of the Initial Public Offering, we issued in the Private Placement an aggregate of 11,000,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. Our initial shareholders currently hold 28,750,000 Class B ordinary shares. The Class B ordinary shares are convertible into Class A ordinary shares on ~~a one-for-one basis, subject to adjustment as set forth herein. In addition, if~~ our Sponsor, an affiliate of our Sponsor or certain of our directors and officers make any working capital loans, up to $2,500,000 of such loans may be converted into warrants, at the price of $2.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. To the extent we issue Class A ordinary shares to effectuate a Business Combination, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the Business Combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a Business Combination or increase the cost of acquiring the target business.;

~~The~~● ~~Private~~using ~~Placement~~a ~~Warrants~~substantial ~~are~~portion ~~identical to the warrants sold as part~~ of ~~the~~our ~~Units~~cash ~~except~~flow ~~that,~~to sopay ~~long~~principal asand ~~they~~interest ~~are~~on ~~held by~~ our ~~Sponsor~~debt, orwhich ~~its permitted transferees: (1) they~~ will ~~not~~reduce bethe ~~redeemable~~funds byavailable usfor ~~(except~~dividends ~~under~~on ~~limited~~our ~~exceptions); (2) they (including the Class A~~ ordinary shares ~~issuable upon~~if ~~exercise of these warrants) may not~~declared, ~~subject to certain limited exceptions~~expenses, becapital ~~transferred~~expenditures, ~~assigned~~acquisitions ~~or sold by our Sponsor until 30 days after the completion of our initial Business Combination; (3) they may be exercised by the holders on a cashless basis;~~ and ~~(4) they~~other ~~(including~~general ~~the~~corporate ~~ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.~~purposes;

~~Because~~● welimitations ~~must~~on ~~furnish~~ our ~~shareholders with~~flexibility ~~target~~in ~~business~~planning ~~financial~~for ~~statements,~~and wereacting ~~may lose the ability~~ to ~~complete~~changes anin ~~otherwise~~our ~~advantageous~~business ~~initial~~and ~~Business~~in ~~Combination with~~the ~~some~~industry ~~prospective~~in ~~target~~which ~~businesses.~~we operate;

~~The~~● ~~federal~~increased ~~proxy~~vulnerability ~~rules require that a proxy statement with respect~~ to aadverse ~~vote~~changes ~~on a Business Combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure~~ in ~~periodic~~general ~~reports. We will include the same financial statement disclosure in connection with our tender offer documents~~economic, ~~whether~~industry orand ~~not~~competitive ~~they~~conditions are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or U.S. GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and ~~the~~adverse ~~historical~~changes ~~financial statements may be required to be audited~~ in ~~accordance with~~government ~~the~~regulation; 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 financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and ~~complete our initial Business Combination within the prescribed time frame.~~

21● 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.

~~Compliance~~We ~~obligations~~may ~~under~~be able to complete only one Business Combination with the ~~Sarbanes-Oxley~~ ~~Act~~proceeds ~~may~~of ~~make~~the itInitial ~~more~~Public ~~difficult~~Offering ~~for~~and the sale of the private placement warrants, which will cause us to ~~effectuate~~be ~~our~~solely ~~initial~~dependent ~~Business~~on ~~Combination,~~a ~~require~~single ~~substantial~~business ~~financial and~~which ~~management~~may ~~resources,~~have ~~and~~a ~~increase~~limited ~~the~~number ~~time~~of ~~and~~products ~~costs~~or services. This lack of ~~completing~~diversification anmay ~~acquisition~~negatively impact our operations and profitability.

~~Section 404~~We ofmay ~~the~~effectuate ~~Sarbanes-Oxley Act~~our ~~requires~~initial ~~that~~Business weCombination ~~evaluate~~with ~~and~~a ~~report~~single ontarget ~~our~~business ~~system~~or ofmultiple ~~internal~~target ~~controls~~businesses ~~beginning~~simultaneously ~~with~~or ~~our~~within ~~Annual~~a ~~Report~~short onperiod ~~Form 10-K for~~of ~~the~~time. ~~year ending December 31~~However, ~~2021. Only in the event~~ we ~~are~~may ~~deemed~~not to be aable ~~large~~to ~~accelerated~~effectuate ~~filer~~our orinitial anBusiness ~~accelerated~~Combination ~~filer, and~~with nomore ~~longer~~than ~~qualify~~one astarget anbusiness ~~emerging~~because ~~growth~~of ~~company~~various factors, ~~will~~including ~~we be required to comply with~~ the ~~independent~~existence ~~registered~~of ~~public~~complex accounting ~~firm~~ ~~attestation~~issues ~~requirement~~and onthe ~~our~~requirement ~~internal control over financial reporting. The fact~~ that we ~~are~~prepare aand ~~blank~~file ~~check~~pro forma ~~company~~financial ~~makes compliance~~statements with the ~~requirements~~SEC ofthat ~~the~~present ~~Sarbanes-Oxley~~operating ~~Act~~results ~~particularly~~and ~~burdensome~~the onfinancial uscondition asof ~~compared~~several totarget ~~other~~businesses ~~public~~as ~~companies because~~if athey ~~target~~had ~~business~~been ~~with~~operated ~~which~~on wea ~~seek~~combined tobasis. ~~complete~~By completing our initial Business Combination ~~may~~with ~~not~~only bea insingle ~~compliance~~entity ~~with~~our ~~the~~lack ~~provisions~~ of ~~the~~diversification ~~Sarbanes-Oxley~~may ~~Act~~subject ~~regarding~~us ~~adequacy~~to ofnumerous ~~its~~financial, ~~internal~~economic, ~~controls.~~competitive ~~The~~and ~~development~~regulatory ofrisks. ~~the~~Further, ~~internal~~we ~~control~~would ofnot ~~any~~be ~~such~~able ~~entity~~ to ~~achieve~~diversify ~~compliance~~our ~~with~~operations or benefit from the ~~Sarbanes-Oxley~~possible ~~Act~~spreading ~~may~~of ~~increase~~risks ~~the~~or ~~time~~offsetting ~~and~~of ~~costs~~losses, ~~necessary~~unlike toother ~~complete~~entities ~~any~~which ~~such~~may ~~acquisition.~~have the resources to

If our management team pursues a company with operations or opportunities outside of the United States for our initial Business Combination, we may face additional burdens in connection with investigating, agreeing to and completing such combination, and if we effect such initial Business Combination, we would be subject to a variety of additional risks that may negatively impact our operations.23

IfTable ~~our management team pursues a company with operations or opportunities outside~~ of the United States for our initial Business Combination, we would be subject to risks associated with cross-border Business Combinations, including in connection with investigating, agreeing to and completing our initial Business Combination, conducting due diligence in a foreign market, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.Contents

Ifcomplete weseveral ~~effect our initial~~ Business ~~Combination with~~Combinations ~~such~~in adifferent ~~company,~~industries ~~we would be subject to any special considerations~~ or ~~risks~~different ~~associated~~areas ~~with~~of ~~companies~~a ~~operating~~single inindustry. anAccordingly, ~~international setting~~the ~~(including~~prospects ~~how~~for ~~relevant~~our ~~governments~~success ~~respond~~may ~~to such factors), including any of the following~~be:

·● ~~costs~~solely ~~and~~dependent ~~difficulties~~upon ~~inherent~~the inperformance ~~managing~~of ~~cross-border~~a single business, ~~operations~~property ~~and~~or ~~complying with commercial and legal requirements of overseas markets~~asset; or

·● ~~rules~~dependent ~~and~~upon ~~regulations~~the ~~regarding~~development ~~currency~~or ~~redemption;~~market acceptance of a single or limited number of products, processes, technologies or services.

·This ~~complex~~lack ~~corporate~~of ~~withholding~~diversification ~~taxes~~may onsubject ~~individuals;~~us to numerous financial, 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.

·We ~~laws~~may ~~governing~~attempt ~~the~~to ~~manner~~simultaneously incomplete Business Combinations with multiple prospective targets, which ~~future~~may hinder our ability to complete our initial Business ~~Combinations~~Combination ~~may~~and begive ~~effected;~~rise to increased costs and risks that could negatively impact our operations and profitability.

·If ~~tariffs~~we determine to simultaneously acquire several businesses that are owned by different sellers, we will need each such seller to agree that our purchase of its business is contingent on the simultaneous closing of the other Business Combinations, which may make it more difficult for us, and ~~trade~~delay ~~barriers;~~our ability, to complete our initial Business Combination. With multiple Business Combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

·We ~~regulations~~do ~~related~~not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to ~~customs~~complete ~~and~~a ~~import/export~~Business ~~matters;~~Combination with which a substantial majority of our shareholders do not agree.

·Our ~~longer~~amended ~~payment~~and ~~cycles;~~restated memorandum and articles of association do not provide a specified maximum redemption threshold, except 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 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial Business Combination. For example, our proposed initial Business Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial Business Combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial Business Combination and do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsor, directors, officers, advisors or any of their respective affiliates. In the event the aggregate cash consideration we would be required to pay for all public 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 ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Business Combination.

·Certain ~~tax~~provisions ~~consequences,~~of ~~such~~our asamended ~~tax~~and ~~law~~restated ~~changes,~~memorandum ~~including~~and ~~termination~~articles orof ~~reduction~~association ofthat ~~tax~~relate to our pre-Business Combination activity (and ~~other~~corresponding ~~incentives~~provisions ~~that~~of the ~~applicable~~agreement ~~government~~governing ~~provides~~the torelease ~~domestic~~of funds from our Trust Account) may be amended with the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and ~~variations~~restated inmemorandum ~~tax~~and ~~laws~~articles asof ~~compared~~association and the trust agreement to facilitate the ~~United~~completion ~~States;~~of an initial Business Combination that some of our shareholders may not support.

·Some ~~currency~~other ~~fluctuations~~blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-Business Combination activity, without approval by holders of a certain percentage of the company’s shares. In certain of those companies, amendment of these provisions requires approval by holders holding between 90% and ~~exchange~~100% ~~controls~~of the company’s public shares. Our amended and restated memorandum and articles of association provide that any of its provisions, including ~~devaluations~~those related to pre-Business Combination activity (including the requirement to deposit proceeds of the Initial Public Offering and ~~other~~the ~~exchange~~sale ~~rate~~of ~~movements;~~private placement warrants into the Trust Account and not release such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote at a general

~~· rates of inflation, price instability and interest rate fluctuations;~~24

·Table ~~liquidity~~ of ~~domestic capital and lending markets;~~Contents

·meeting, ~~challenges~~and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of our ordinary shares (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial Business Combination, which require the approval of the holders of a majority of at least 90% of our ordinary shares attending and voting in ~~collecting~~a ~~accounts~~general ~~receivable;~~meeting). Our initial shareholders, who collectively beneficially own 20% of our ordinary shares, may participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-Business Combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial Business Combination with which you do not agree. In certain circumstances, our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

·We ~~cultural~~may be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and ~~language~~growth ~~differences;~~of a target business, which could compel us to restructure or abandon a particular Business Combination.

·If ~~employment~~the ~~regulations;~~net proceeds of the Initial Public Offering and the sale of the private placement warrants prove to be insufficient, either because of the size of our initial Business Combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial Business Combination or the terms of negotiated transactions to purchase shares in connection with our initial Business Combination, we may be required to seek additional financing or to abandon the proposed Business Combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial Business Combination, we would be compelled to either restructure the transaction or abandon that particular Business Combination and seek an alternative target business candidate.

·In ~~energy~~addition, ~~shortages;~~even if we do not need additional financing to complete our initial Business Combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our directors, officers or shareholders is required to provide any financing to us in connection with or after our initial Business Combination, other than pursuant to the Promissory Note. If we have not completed our initial Business Combination within the required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account, and our warrants will expire worthless.

·Our ~~crime,~~initial ~~strikes,~~shareholders ~~riots,~~will ~~civil~~control ~~disturbances,~~the ~~terrorist~~election ~~attacks,~~of ~~natural~~our ~~disasters,~~board ~~wars~~of directors until consummation of our initial Business Combination and ~~other~~will ~~forms~~hold a substantial interest in us. As a result, they will appoint all of ~~social~~our ~~instability;~~directors prior to our initial Business Combination and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support.

·Our ~~deterioration~~initial shareholders beneficially own 20% of ~~political~~our ~~relations~~issued ~~with~~and outstanding ordinary shares. In addition, prior to our initial Business Combination, holders of the ~~United~~founder ~~States;~~shares will have the right to appoint all of our directors and may remove members of our board of directors for any reason. Holders of our Class A ordinary shares will have no right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by the holders of a majority of at least 90% of our ordinary shares attending and voting in a general meeting. As a result, you will not have any influence over the appointment of directors prior to our initial Business Combination.

·In ~~obligatory~~addition, ~~military~~as ~~service~~a byresult ~~personnel;~~of their substantial ownership in our company, our initial shareholders may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions. If our initial shareholders purchase any Class A ordinary shares in the open market or in privately negotiated transactions, this would increase their influence over these actions. Accordingly, our initial shareholders will exert significant influence over actions requiring a shareholder vote at least until the completion of our initial Business Combination.

22A provision of our warrant agreement may make it more difficult for us to consummate an initial Business Combination.

·Unlike ~~government~~some ~~appropriation~~blank ofcheck ~~assets.~~companies, if

We● ~~may~~we ~~not~~issue ~~be able to adequately address these~~ additional ~~risks.~~ordinary Ifshares weor ~~were~~equity-linked ~~unable~~securities tofor docapital ~~so,~~raising wepurposes ~~may~~in beconnection ~~unable~~with tothe ~~complete~~closing ~~such~~of ~~combination~~the ~~or,~~initial ifBusiness weCombination ~~complete~~at ~~such~~an ~~combination, our~~issue ~~operations~~price ~~might~~or ~~suffer,~~effective ~~either~~issue price of ~~which~~less ~~may~~than ~~adversely~~$9.20 ~~impact~~per ~~our~~ordinary ~~results~~share ~~of operations and financial condition.~~(with

~~Risks Relating to the Post-Business Combination Company~~25

WeTable ~~may~~of ~~face risks related to companies in the technology industries.~~Contents

~~Business~~such ~~combinations~~issue ~~with~~price ~~companies~~or ~~in the~~effective ~~technology~~issue ~~industries~~price ~~entail~~to ~~special~~be ~~considerations~~determined ~~and~~in ~~risks.~~good Iffaith weby ~~are~~our ~~successful~~board of directors and, in ~~completing~~the acase ~~Business~~of ~~Combination~~any ~~with~~ such aissuance ~~target~~to ~~business,~~the weSponsor ~~may~~or beits ~~subject to~~affiliates, ~~and~~without ~~possibly~~taking ~~adversely~~into ~~affected~~account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the ~~following~~“Newly ~~risks:~~Issued Price”),

·● anthe ~~inability~~aggregate togross ~~compete~~proceeds ~~effectively~~from insuch aissuances ~~highly~~represent ~~competitive~~more ~~environment~~than ~~with~~60% ~~many~~of ~~incumbents~~the ~~having~~total ~~substantially~~equity ~~greater~~proceeds, ~~resources;~~and interest thereon, available for the funding of our initial Business Combination on the date of the completion of our initial Business Combination (net of redemptions), and

·● anthe ~~inability~~volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to ~~manage~~the ~~rapid~~day ~~change~~on which we consummate our initial Business Combination (such price, ~~increasing~~the ~~consumer~~“Market ~~expectations~~Value”) ~~and~~is ~~growth;~~below $9.20 per share,

·then anthe ~~inability~~exercise price of the warrants will be adjusted (to ~~build~~the ~~strong~~nearest ~~brand~~cent) ~~identity~~to be equal to 115% of the higher of the Market Value and ~~improve~~the ~~subscriber~~Newly orIssued ~~customer~~Price, ~~satisfaction~~the $18.00 per share redemption trigger price applicable to our warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and ~~loyalty;~~the Newly Issued Price, and the $10.00 per share redemption trigger price applicable to our warrants will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial Business Combination with a target business.

·Our awarrants ~~reliance~~and onfounder ~~proprietary~~shares ~~technology~~may tohave ~~provide~~an ~~services~~adverse ~~and~~effect toon ~~manage our operations, and~~ the ~~failure~~market price of ~~this~~our ~~technology~~Class A toordinary ~~operate~~shares ~~effectively,~~and ormake ~~our~~it ~~failure~~more difficult to ~~use~~effectuate ~~such~~our ~~technology~~initial ~~effectively;~~Business Combination.

·We anissued ~~inability~~warrants to ~~deal~~purchase 28,750,000 Class A ordinary shares, at a price of $11.50 per whole share (subject to adjustment), as part of the Units sold in the Initial Public Offering and, simultaneously with the closing of the Initial Public Offering, we issued in the Private Placement an aggregate of 11,000,000 private placement warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Our initial shareholders beneficially own an aggregate of 28,750,000 Class B ordinary shares. The Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment as set forth herein. In addition, if our ~~subscribers’~~Sponsor, an affiliate of our Sponsor or ~~customers’~~certain ~~privacy~~of ~~concerns;~~our directors and officers make any working capital loans, up to $2,500,000 of such loans may be converted into warrants, at the price of $2.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. To the extent we issue Class A ordinary shares to effectuate a Business Combination, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the Business Combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a Business Combination or increase the cost of acquiring the target business.

·The anprivate ~~inability~~placement warrants are identical to ~~attract~~the ~~and~~warrants ~~retain~~sold ~~subscribers~~as part of the Units except that, so long as they are held by our Sponsor or ~~customers~~its permitted transferees: (1) they will not be redeemable by us (except under limited exceptions); (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor until 30 days after the completion of our initial Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

·Because anwe ~~inability~~must furnish our shareholders with target business financial statements, we may lose the ability to ~~license~~complete oran ~~enforce~~otherwise ~~intellectual~~advantageous ~~property~~initial ~~rights~~Business onCombination ~~which~~with ~~our~~some ~~business~~prospective ~~may~~target ~~depend;~~businesses.

·The ~~any~~federal ~~significant~~proxy ~~disruption~~rules require that a proxy statement with respect to a vote on a Business Combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our ~~computer~~tender ~~systems~~offer documents, whether or ~~those~~not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of ~~third~~America, ~~parties~~or ~~that~~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 ~~would~~may ~~utilize~~acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our ~~operations;~~initial Business Combination within the prescribed time frame.

~~· an inability by us, or a refusal by third parties, to license content to us upon acceptable terms;~~26

·Table ~~potential liability for negligence, copyright, or trademark infringement or other claims based on the nature and content~~ of ~~materials that we may distribute;~~Contents

·Compliance ~~competition~~obligations under the Sarbanes-Oxley Act, including as a result of us being a large accelerated filer, may make it more difficult for ~~advertising~~us ~~revenue;~~to effectuate our initial Business Combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.

·Unlike ~~competition~~most ~~for~~other blank check companies prior to their initial business combination, we are a large accelerated filer and are no longer an emerging growth company. As a result, Section 404 of the ~~leisure~~Sarbanes-Oxley Act requires that we evaluate and ~~entertainment~~report ~~time~~on our system of internal controls and ~~discretionary~~comply ~~spending~~with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of ~~subscribers~~the orSarbanes-Oxley ~~customers,~~Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial Business Combination may ~~intensify~~not be in ~~part~~compliance ~~due~~with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to ~~advances~~achieve incompliance ~~technology~~with ~~and~~the ~~changes~~Sarbanes-Oxley inAct ~~consumer~~may ~~expectations~~increase the time and ~~behavior;~~costs necessary to complete any such acquisition.

·If ~~disruption~~our management team pursues a company with operations or ~~failure~~opportunities outside of the United States for our ~~networks~~initial Business Combination, ~~systems~~we ormay ~~technology~~face asadditional aburdens ~~result~~in ofconnection ~~computer~~with ~~viruses~~investigating, ~~“cyber-attacks,”~~agreeing ~~misappropriation~~to ofand ~~data~~completing orsuch ~~other malfeasance~~combination, asand ~~well~~if aswe ~~outages,~~effect ~~natural~~such ~~disasters,~~initial ~~terrorist~~Business ~~attacks~~Combination, ~~accidental~~we ~~releases~~would be subject to a variety of ~~information~~additional orrisks ~~similar~~that ~~events;~~may negatively impact our operations.

·If anour ~~inability~~management team pursues a company with operations or opportunities outside of the United States for our initial Business Combination, we would be subject to ~~obtain~~risks ~~necessary~~associated ~~hardware~~with cross-border Business Combinations, ~~software~~including in connection with investigating, agreeing to and ~~operational~~completing ~~support;~~our initial Business Combination, conducting due diligence in a foreign market, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

·If ~~reliance~~we oneffect ~~third-party~~our ~~vendors~~initial Business Combination with such a company, we would be subject to any special considerations or ~~service~~risks ~~providers.~~associated with companies operating in an international setting (including how relevant governments respond to such factors), including any of the following:

~~Any~~● ofcosts ~~the~~and ~~foregoing~~difficulties ~~could~~inherent ~~have an adverse impact on our operations following a Business Combination. However, our efforts~~ in ~~identifying~~managing ~~prospective~~cross-border ~~target businesses will not be limited to the technology industries. Accordingly, if we acquire a target~~ business inoperations ~~another~~and ~~industry,~~complying ~~these risks we will be subject to risks attendant~~ with ~~the specific industry in which we operate or target business which we acquire~~commercial, ~~which~~legal ~~may~~and ~~or may~~regulatory ~~not~~requirements beof ~~different~~overseas ~~than those risks listed above.~~markets;

23● rules and regulations regarding currency redemption;

~~Subsequent~~● tocomplex ~~our~~corporate ~~completion~~withholding oftaxes ~~our initial Business Combination, we may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect~~ on ~~our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.~~individuals;

~~Even~~● iflaws wegoverning conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the ~~target~~manner business and outside of our control will not later arise. As a result of these factors, we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in ~~our~~which ~~reporting~~future ~~losses.~~Business ~~Even~~Combinations ~~if our due diligence successfully identifies certain risks, unexpected risks~~ may ~~arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may~~ be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.effected;

~~After~~● ~~our~~tariffs ~~initial Business Combination, our results of operations~~ and ~~prospects~~trade ~~could be subject, to a significant extent, to the economic, political, social and government policies, developments and conditions in the country in which we operate.~~barriers;

~~The~~● ~~economic,~~regulations ~~political~~related and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to ~~find~~customs ~~an attractive target business with which to consummate our initial Business Combination~~ and ifimport/export ~~we effect our initial Business Combination, the ability of that target business to become profitable.~~matters;

~~Our~~● ~~management~~longer ~~may~~payment not be able to maintain control of a target business after our initial Business Combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.cycles;

We● ~~may~~tax structure our initial Business Combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target businessconsequences, ~~but we will complete~~ such ~~Business~~as ~~Combination~~tax ~~only~~law ifchanges, ~~the~~including ~~post-transaction~~termination ~~company owns~~ or ~~acquires 50%~~reduction ~~or more~~ of ~~the~~tax ~~issued~~ and ~~outstanding~~other ~~voting~~incentives securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that ~~does not meet such criteria. Even if~~ the ~~post-transaction~~applicable ~~company~~government ~~owns~~provides ~~50% or more of the voting securities of the target, our shareholders prior~~ to ~~our~~domestic ~~initial Business Combination may collectively own a minority interest in the post Business Combination company~~companies, ~~depending on valuations ascribed to the target~~ and usvariations in ~~our~~tax ~~initial~~laws Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new ordinary shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial Business Combination. In this case, we would acquire a 100% interest in the target. However, as acompared ~~result of the issuance of a substantial number of new ordinary shares, our shareholders immediately prior~~ to such transaction could own less than a majority of our issued and outstanding ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of our shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the ~~target~~United ~~business.~~States;

We● ~~may~~currency ~~have~~fluctuations ~~limited ability to assess the management of a prospective target business~~ and, asexchange ~~a result~~controls, ~~may~~including ~~affect~~devaluations ~~our~~and ~~initial~~other ~~Business~~exchange ~~Combination~~rate ~~with a target business whose management may not have the skills, qualifications or abilities to manage a public company.~~movements;

~~When~~● ~~evaluating~~rates ~~the desirability~~ of ~~effecting our initial Business Combination with a prospective target business~~inflation, ~~our~~price ~~ability~~instability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and ~~such~~interest ~~management~~rate may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.fluctuations;

~~The~~● ~~directors~~liquidity ~~and officers~~ of andomestic ~~acquisition candidate~~capital ~~may resign upon completion of our initial Business Combination. The departure of a Business Combination target’s key personnel could negatively impact the operations~~ and ~~profitability~~lending of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial Business Combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.markets;

~~After~~● ~~our~~challenges ~~initial~~in ~~Business~~collecting ~~Combination, it~~accounts ~~is possible that a majority of our directors and officers will live outside the United States and all or substantially all of our assets will be located outside the United States~~receivable; ~~therefore investors may not be able to enforce federal securities laws or their other legal rights.~~

It is possible that after our initial Business Combination, a majority of our directors and officers will reside outside of the United States and all or substantially all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.27

24Table of Contents

If● ~~our~~cultural ~~management following our initial Business Combination is unfamiliar with U.S. securities laws, they may have to expend time~~ and ~~resources~~language ~~becoming familiar with such laws, which could lead to various regulatory issues.~~differences;

~~Following~~● ~~our~~employment initial Business Combination, any or all of our management could resign from their positions as officers of the company, and the management of the target business at the time of the Business Combination could remain in place. Management of the target business may not be familiar with U.S. securities laws. If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.regulations;

~~Risks~~● ~~Relating~~healthcare ~~To Our Management Team~~ and ~~Conflicts~~data ofprivacy ~~Interest~~regulations;

We● ~~are~~energy ~~dependent upon our directors and officers and their departure could adversely affect our ability to operate.~~shortages;

~~Our~~● ~~operations~~changes ~~are dependent upon a relatively small group of individuals and~~ in ~~particular~~industry, ~~Chamath~~regulatory ~~Palihapitiya,~~or ~~Chairman~~environmental ofstandards ~~our~~within ~~board of directors and our Chief Executive Officer, and Ian Osborne, our President and one of our directors. We believe that our success depends on~~ the ~~continued~~jurisdictions ~~service of~~where ~~our directors and officers, at least until~~ we have completed our initial Business Combination. In addition, our directors and officers are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential Business Combinations and monitoring the related due diligence. Moreover, certain of our directors and officers have time and attention requirements for investment funds of which affiliates of our Sponsor are the investment managers. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.operate;

~~Our~~● ~~ability~~public tohealth ~~successfully~~or ~~effect our~~safety ~~initial~~concerns ~~Business Combination~~ and torelated begovernmental ~~successful thereafter will be dependent upon the efforts of our key personnel~~restrictions, ~~some of~~including ~~whom~~those ~~may~~caused ~~join~~by usoutbreaks ~~following our initial Business Combination. The loss~~ of ~~our~~disease orsuch aas ~~target’s key personnel could negatively impact~~ the ~~operations and profitability of our post~~COVID-~~combination~~19 ~~business.~~pandemic;

~~Our~~● ~~ability~~crime, tostrikes, ~~successfully effect our initial Business Combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business~~riots, ~~however,~~ ~~cannot~~civil ~~presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial Business Combination~~disturbances, itterrorist ~~is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial Business Combination~~attacks, we ~~cannot~~natural ~~assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC~~disasters, ~~which~~wars ~~could cause us to have to expend time~~ and ~~resources~~other ~~helping them~~forms ~~become~~of ~~familiar~~social ~~with such requirements.~~instability;

In● ~~addition,~~deterioration ~~the directors and officers~~ of anpolitical ~~acquisition~~relations candidate may resign upon completion of our initial Business Combination. The departure of a Business Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the ~~acquisition~~United candidate following our initial Business Combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.States;

~~Our~~● ~~key~~obligatory ~~personnel~~military ~~may~~service ~~negotiate~~by ~~employment or~~personnel; consulting agreements with a target business in connection with a particular Business Combination. These agreements may provide for them to receive compensation following our initial Business Combination and ~~as a result, may cause them to have conflicts of interest in determining whether a particular Business Combination is the most advantageous.~~

~~Our~~● ~~key~~government ~~personnel~~appropriation ~~may be able to remain with us after the completion~~ of ~~our initial Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination~~assets. Such negotiations would take place simultaneously with the negotiation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of our initial Business Combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary duties under Cayman Islands law. However, we believe the ability of such individuals to remain with us after the completion of our initial Business Combination will not be the determining factor in our decision as to whether or not we will proceed with any potential Business Combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial Business Combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial Business Combination.

25We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such combination or, if we complete such combination, our operations might suffer, either of which may adversely impact our results of operations and financial condition.

~~Our~~Risks ~~directors~~Relating ~~and officers will allocate their time~~ to ~~other businesses, including~~ the Other Existing SCH SPACs, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial Post-Business Combination. Company

Our directors and officers 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 a 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 officers is engaged in several other business endeavors for which he~~ may beface ~~entitled~~risks ~~to,~~related ~~or otherwise expect~~ to receive, substantial compensation or other economic benefit and our officers are not obligated to contribute any specific number of hours per week to our affairs. In particular, all of our officers and certain of our directors have fiduciary and contractual duties to either Social Capital or Hedosophia and to certain companies in ~~which either of them has invested or are otherwise affiliated with, including~~ the ~~Other~~technology ~~Existing SCH SPACs and companies in~~ industries ~~we may target for our initial Business Combination~~. Certain of our independent directors also serve as officers and/or board members for other entities, including the Other Existing SCH SPACs. In addition, each of the Other Existing SCH SPACs has not yet completed an initial business combination, each of which may require a substantial amount of time, resources and attention from the members of our management team that are affiliated with such entity relating to due diligence, negotiation, structuring and other relevant efforts in connection with an initial business combination. Our officers’ and directors’ other business affairs, including the search or consummation of a business combination for each of the Other Existing SCH SPACs, as applicable, may require them to devote substantial amounts of time to such affairs. This could limit our officers’ and directors’ ability to devote time to our affairs, which may have a negative impact on our ability to complete our initial business combination. For a discussion of our officers’ and directors’ other business endeavors, please see “Item 10. Directors, Executive Officer and Corporate Governance.”

~~Certain~~Business ofcombinations ~~our~~with ~~directors~~companies ~~and~~in ~~officers are~~the ~~now,~~technology ~~and~~industries ~~expect~~entail inspecial ~~the~~considerations ~~future~~and torisks. ~~become,~~If ~~affiliated~~we ~~with~~are ~~entities~~successful ~~engaged~~ in ~~business~~completing ~~activities~~a ~~similar~~Business toCombination ~~those~~with ~~intended to~~such bea ~~conducted~~target ~~by us and~~business, ~~accordingly,~~we may ~~have~~be ~~conflicts~~subject ~~of interest in determining~~ to, ~~which~~and ~~entity~~possibly aadversely ~~particular~~affected ~~business~~by, ~~opportunity should~~the befollowing ~~presented.~~risks:

~~Until~~● wean ~~consummate~~inability ~~our initial Business Combination, we intend~~ to ~~engage~~compete ineffectively ~~the business of identifying and combining with one or more businesses. Our Sponsor and certain of our directors and officers are affiliated with entities that are engaged~~ in a ~~similar~~highly ~~business~~competitive ~~and~~environment ~~in the future also expect to become affiliated~~ with ~~other~~many ~~entities~~incumbents ~~that~~having ~~are~~substantially ~~engaged~~greater inresources a similar business. For example, Mr. Palihapitiya and Hedosophia have also incorporated the Other Existing SCH SPACs, each a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting its own initial Business Combination. Mr. Palihapitiya is the Chief Executive Officer and Chairman of the Board of Directors of the Other Existing SCH SPACs, Mr. Osborne is the President and a director of the Other Existing SCH SPACs, and each of our other officers is an officer of the Other Existing SCH SPACs, and each of the foregoing owe fiduciary duties under Cayman Islands law to the Other Existing SCH SPACs. Our Sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial Business Combinations, prior to us completing our initial Business Combination, and any such involvement may result in conflicts of interests as described above. Any other special purpose acquisition company may also have terms that are the same or different than ~~our~~we terms, including terms that are more favorable to its investors and/or potential target businesses. Moreover, certain of our directors and officers have time and attention requirements for investment funds of which affiliates of our Sponsor are the investment managers and for each of the Other Existing SCH SPACs.do;

~~Our~~● directors and officers also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties or otherwise have an ~~interest~~inability ~~in, including the Other Existing SCH SPACs and any other special purpose acquisition company in which they may become involved with. Accordingly, they may have conflicts of interest in determining~~ to ~~which~~manage ~~entity~~rapid a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to other entities prior to its presentation to uschange, ~~subject~~increasing toconsumer ~~his~~expectations ~~or her fiduciary duties under Cayman Islands law. Our amended~~ and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.growth;

~~For~~● aan ~~complete~~inability ~~discussion~~to ofbuild ~~our~~strong ~~officers’~~brand ~~and~~identity ~~directors’ business affiliations~~ and ~~the~~improve ~~potential~~subscriber ~~conflicts~~or ofcustomer ~~interest~~satisfaction ~~that you should be aware of, please see “Item 10. Directors, Executive Officer~~ and Corporate Governance,” “Item 10. Directors, Executive Officer and Corporate Governance — Conflicts of Interest” and “Item 13 — Certain Relationships and Related Party Transactions, and Director Independence.”loyalty;

~~Our~~● ~~directors,~~an ~~officers,~~inability ~~security holders~~to ~~and~~adapt ~~their~~to ~~respective~~legislative ~~affiliates~~reform ~~may~~measures ~~have~~geared ~~competitive~~towards ~~pecuniary~~the ~~interests~~technology ~~that conflict with our interests.~~industry;

We● ~~have not adopted~~ a ~~policy~~reliance ~~that~~on ~~expressly prohibits~~proprietary ~~our~~technology ~~directors, officers, security holders or their respective affiliates from having a direct or indirect pecuniary or financial interest in any investment~~ to beprovide ~~acquired~~services orand ~~disposed of by us or in any transaction~~ to ~~which~~manage ~~we are a party or have an interest. In fact, we may enter into a Business Combination with a target business that is affiliated with~~ our ~~Sponsor~~operations, ~~our directors~~and orthe ~~officers.~~failure ~~Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities~~ of ~~the~~this ~~types~~technology ~~conducted~~to byoperate ~~us. Accordingly~~effectively, ~~such persons~~ or ~~entities may have a conflict between their interests and ours. In particular, affiliates of~~ our ~~Sponsor~~failure ~~have~~to ~~invested~~use in a diverse set of industries. As a result, there may be substantial overlap between companies that would be a suitable Business Combination for us and companies that would make an attractive target for such ~~other~~technology ~~affiliates.~~effectively;

26● an inability to deal with our subscribers’ or customers’ privacy concerns;

~~Members~~● ofan ~~our~~inability ~~management~~to ~~team~~attract and ~~affiliated~~ ~~companies~~retain ~~have~~subscribers ~~been, and may from time to time be, associated with negative media coverage~~ or ~~public actions or become involved in legal proceedings or governmental investigations unrelated to our business.~~customers;

~~Members~~● ofan ~~our~~inability ~~management team have been involved in a wide variety of businesses. Such involvement has, and may lead~~ to, ~~media~~license ~~coverage and public awareness. As a result of such involvement, members of our management team and affiliated companies have been, and may from time to time be, associated with negative media coverage~~ or ~~public~~enforce ~~actions~~intellectual orproperty ~~become~~rights ~~involved~~on ~~in legal proceedings or governmental investigations unrelated to our business. For example, in February 2021, Clover Health,~~ which merged with IPOC, received a letter from the SEC indicating that it is conducting an investigation and requesting document and data preservation from January 1, 2020 relating to certain matters that were referenced in an article by Hindenburg Research. Any such media coverage, public action, proceedings or investigations may be detrimental to our ~~management team’s reputation and could negatively affect our ability to identify and complete an initial~~ business ~~combination and~~ may ~~have an adverse effect on the price of our securities.~~depend;

~~Risks~~● ~~Relating~~any Tosignificant ~~Our~~disruption ~~Securities~~in our computer systems or those of third parties that we would utilize in our operations;

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares and/or warrants, potentially at a loss.28

~~Our~~Table ~~public shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur~~ of: (1) our completion of an initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption of our public shares if we have not completed an initial Business Combination within 24 months from the closing of the Initial Public Offering, subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares and/or warrants, potentially at a loss.Contents

~~The~~● ~~NYSE~~an ~~may~~inability ~~delist~~by ~~our~~us, ~~securities from~~or ~~trading~~a onrefusal ~~its~~by ~~exchange~~third parties, ~~which~~to ~~could~~license ~~limit~~content ~~investors’ ability~~ to ~~make transactions in our securities and subject~~ us to ~~additional~~upon ~~trading~~acceptable ~~restrictions.~~terms;

We● ~~cannot~~potential ~~assure~~liability ~~you~~for ~~that our securities will continue to be listed on the NYSE prior to our initial Business Combination. In order to continue listing our securities on the NYSE prior to our initial Business Combination~~negligence, ~~we must maintain certain financial~~copyright, ~~distribution~~or ~~and~~trademark ~~share~~infringement ~~price~~or ~~levels.~~other ~~Generally, we~~claims ~~must~~based ~~maintain~~on ~~a minimum number of holders of our securities (generally 300 public shareholders). Additionally, in connection with our initial Business Combination, we will be required to demonstrate compliance with~~ the ~~applicable~~nature ~~exchange’s~~and ~~initial listing~~content ~~requirements, which are more rigorous than continued listing requirements in order to continue to maintain the listing~~ of ~~our~~materials ~~securities. We cannot assure you~~ that we ~~will~~may ~~be able to meet those requirements at that time.~~distribute;

If● ~~any~~competition offor ~~our~~advertising securities are delisted from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:revenue;

·● acompetition ~~limited~~for ~~availability~~the leisure and entertainment time and discretionary spending of ~~market~~subscribers ~~quotations~~or ~~for~~customers, ~~our~~which ~~securities~~may intensify in part due to advances in technology and changes in consumer expectations and behavior;

·● ~~reduced~~disruption ~~liquidity~~or ~~for~~failure of our ~~securities~~networks, systems or technology as a result of computer viruses, “cyber-attacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events;

·● aan ~~determination~~inability ~~that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares~~ to ~~adhere~~obtain tonecessary ~~more~~hardware, ~~stringent~~software ~~rules~~ and ~~possibly~~operational ~~result in a reduced level of trading activity in the secondary trading market for our securities~~support; and

·● areliance ~~limited~~on ~~amount~~third-party ofvendors ~~news~~or ~~and~~service ~~analyst coverage; and~~providers.

·Any of the foregoing could have an adverse impact on our operations following a ~~decreased~~Business ~~ability~~Combination. However, our efforts in identifying prospective target businesses will not be limited to ~~issue~~the ~~additional~~technology ~~securities~~industries. orAccordingly, ~~obtain~~if ~~additional~~we ~~financing~~acquire a target business in another industry, we will be subject to risks attendant with the ~~future~~specific industry in which we operate or target business which we acquire, which may or may not be different than those risks listed above.

27Subsequent to our completion of our initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

~~The~~Even ~~National~~if ~~Securities Markets~~we ~~Improvement~~conduct ~~Act~~extensive ofdue ~~1996,~~diligence ~~which~~on is a ~~federal~~target ~~statute,~~business ~~prevents~~with orwhich ~~pre-empts~~we ~~the~~combine, ~~states~~we ~~from~~cannot ~~regulating~~assure ~~the~~you ~~sale~~that ofthis ~~certain securities,~~diligence ~~which~~will ~~are~~identify ~~referred~~all tomaterial asissues ~~“covered~~that ~~securities.”~~may ~~Our Units,~~be ~~Class A~~present ~~ordinary~~with ~~shares~~a ~~and~~particular ~~warrants currently~~target ~~qualify~~business asthat ~~covered~~it ~~securities~~would ~~under~~be ~~such~~possible ~~statute.~~to ~~Although~~uncover ~~the~~all ~~states~~material ~~are~~issues ~~pre-empted~~through ~~from~~a ~~regulating~~customary ~~the~~amount ~~sale~~ of ~~covered securities~~due diligence, ~~the~~or ~~federal~~that ~~statute~~factors ~~does~~outside ~~allow~~of the ~~states~~target tobusiness ~~investigate~~and ~~companies~~outside ifof ~~there~~our iscontrol will not later arise. As a ~~suspicion~~result of ~~fraud,~~these ~~and~~factors, ifwe ~~there is~~may abe ~~finding~~forced ofto ~~fraudulent~~later ~~activity,~~write ~~then~~down ~~the~~or ~~states~~write ~~can~~off ~~regulate~~assets, restructure our operations, or ~~bar~~incur ~~the~~impairment ~~sale~~or ofother ~~covered~~charges ~~securities~~that could result in aour ~~particular~~reporting ~~case~~losses. ~~While we~~Even ~~are~~if ~~not~~our ~~aware~~due ofdiligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a ~~state~~manner ~~having~~not ~~used~~consistent with our preliminary risk analysis. Even though these ~~powers~~charges tomay ~~prohibit~~be ornon-cash ~~restrict~~items and not have an immediate impact on our liquidity, the ~~sale~~fact that we report charges of ~~securities~~this ~~issued~~nature bycould ~~special~~contribute ~~purpose~~to ~~acquisition companies,~~negative ~~certain~~market ~~state~~perceptions about us or our securities. ~~regulators~~In ~~view~~addition, ~~blank~~charges ~~check~~of ~~companies~~this ~~unfavorably~~nature ~~and~~may ~~might~~cause ~~use~~us ~~these~~to ~~powers,~~violate net worth or ~~threaten~~other covenants to ~~use~~ ~~these~~which ~~powers,~~we tomay ~~hinder~~be ~~the~~subject ~~sale~~as ofa ~~securities~~result of ~~blank~~assuming ~~check~~pre-existing ~~companies~~debt inheld ~~their~~by ~~states~~a target business or by virtue of our obtaining post-combination debt financing. ~~Further~~Accordingly, ifany weshareholder ~~were~~or nowarrant ~~longer~~holder ~~listed on~~who ~~the~~chooses ~~NYSE~~to remain a shareholder or warrant holder, respectively, following our ~~securities~~initial ~~would~~Business ~~not~~Combination ~~qualify~~could assuffer ~~covered~~a ~~securities~~reduction ~~under~~in ~~such~~the ~~statute~~value of their securities. Such shareholders and wewarrant ~~would~~holders beare ~~subject~~unlikely to ~~regulation~~have ~~in each~~a ~~state~~remedy infor ~~which~~such wereduction ~~offer~~in ~~our securities~~value.

~~You~~After ~~will~~our ~~not~~initial Business Combination, our results of operations and prospects could be ~~permitted~~subject, to ~~exercise your~~a ~~warrants~~significant ~~unless~~extent, weto ~~register~~the economic, political and ~~qualify~~social ~~the~~developments ~~issuance~~and ofconditions ~~the~~as ~~underlying~~well ~~Class A~~as ~~ordinary~~government ~~shares~~policies, orin ~~certain~~the ~~exemptions are~~country ~~available~~in which we operate.

~~Under~~The ~~the~~economic, ~~terms~~political ofand ~~the~~social ~~warrant~~developments ~~agreement, we~~and ~~have agreed that~~conditions, as ~~soon~~well as ~~practicable~~government policies, ~~but~~of ~~in no event later than 15 business days after~~ the ~~closing~~country ofin ~~our~~which ~~initial Business Combination, we will use~~ our ~~commercially~~operations ~~reasonable~~are ~~efforts~~located tocould ~~file~~affect ~~with the SEC a registration statement covering the issuance of such shares, and we will use~~ our ~~commercially reasonable efforts to cause the same to become effective within 60~~ business. ~~days after~~Economic ~~the~~growth ~~closing~~could ofbe ~~our~~uneven, ~~initial~~both ~~Business~~geographically ~~Combination~~ and toamong ~~maintain~~various ~~the~~sectors ~~effectiveness~~ of ~~such~~the ~~registration~~economy ~~statement~~ and asuch ~~current prospectus~~growth ~~relating~~may tonot ~~those Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will~~ be ~~able~~sustained ~~to do so if, for example, any facts or events arise which represent a fundamental change~~ in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop orderfuture. If ~~the shares issuable upon exercise of the warrants are not registered under the Securities Act~~ in ~~accordance with~~ the ~~above~~future ~~requirements,~~such wecountry’s ~~will~~economy beexperiences ~~required to permit holders to exercise their warrants on~~ a ~~cashless~~downturn basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment). However, no warrant will be exercisable for cash or ongrows a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are at ~~the time of any exercise of~~ a ~~warrant~~slower ~~not~~rate ~~listed~~than ~~on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act~~expected, wethere may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be ~~required~~less todemand ~~file or~~for ~~maintain~~spending in ~~effect~~certain ~~a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available~~industries. InA nodecrease ~~event will we be required to net cash settle any warrant, or issue securities or other compensation~~ in ~~exchange~~demand for ~~the~~spending ~~warrants~~ in ~~the~~certain ~~event~~industries ~~that~~could wematerially ~~are unable to register or qualify the shares underlying the warrants under applicable state securities laws~~ and noadversely ~~exemption~~affect is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the Units. There may be a circumstance where an exemption from registration exists for holders of our ~~Private~~ability ~~Placement Warrants~~ to ~~exercise~~find ~~their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of Units sold in the Initial Public Offering. In such~~ an ~~instance,~~attractive ~~our~~target ~~Sponsor~~business ~~and~~with ~~its permitted transferees (~~which ~~may include our directors and executive officers) would be able~~ to ~~exercise~~consummate ~~their warrants and sell the ordinary shares underlying their warrants while holders of~~ our ~~public~~initial ~~warrants~~Business ~~would~~Combination ~~not be able to exercise their warrants~~ and ~~sell~~if ~~the underlying ordinary shares. If and when the warrants become redeemable by us,~~ we ~~may~~effect ~~exercise~~ our ~~redemption~~initial ~~right even~~Business ~~if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws. As a result~~Combination, ~~we may redeem~~ the ~~warrants~~ability asof ~~set~~that ~~forth~~target ~~above~~business ~~even if the holders are otherwise unable~~ to ~~exercise~~become ~~their warrants~~profitable.

~~We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants.~~29

~~Our~~Table ~~warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that (a) the terms~~ of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in the prospectus related to the Initial Public Offering, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants under the warrant agreement and (b) all other modifications or amendments require the vote or written consent of at least 65% of the then outstanding public warrants; provided that any amendment that solely affects the terms of the Private Placement Warrants or any provision of the warrant agreement solely with respect to the Private Placement Warrants will also require at least 65% of the then outstanding Private Placement Warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of ordinary shares purchasable upon exercise of a warrant.Contents

28Our management may not be able to maintain control of a target business after our initial Business Combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may ~~redeem~~structure ~~your~~our ~~unexpired~~initial ~~warrants~~ Business Combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will complete such Business Combination only if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to our initial Business Combination may collectively own a minority interest in the post Business Combination company, depending on valuations ascribed to the target and us in our initial Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new ordinary shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial Business Combination. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their ~~exercise~~holdings atresulting in a ~~time~~single person or group obtaining a larger share of our shares than we initially acquired. Accordingly, this may make it more likely that isour ~~disadvantageous~~management will not be able to ~~you,~~maintain ~~thereby~~our ~~making~~control ~~your~~of ~~warrants~~the ~~worthless~~target business.

We may have ~~the~~limited ability to ~~redeem~~assess the ~~outstanding warrants~~management ~~at any time after they become exercisable and prior to their expiration, at a price~~ of ~~$0.01 per warrant if, among other things, the last reported sale price of Class A ordinary shares for any 20 trading days within~~ a ~~30-trading~~prospective ~~day~~target ~~period~~business ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and ~~when the warrants become redeemable by us~~, weas ~~may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As~~ a result, we may ~~redeem~~affect ~~the~~our ~~warrants~~initial asBusiness ~~set~~Combination ~~forth~~with ~~above~~a ~~even~~target ifbusiness ~~the~~whose ~~holders~~management ~~are~~may ~~otherwise~~not ~~unable~~have ~~to exercise~~ the ~~warrants.~~skills, ~~Redemption~~qualifications ofor ~~the~~abilities ~~outstanding warrants as described above could force you~~ to: ~~(1) exercise~~manage ~~your warrants and pay the exercise price therefor at~~ a ~~time~~public when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrantscompany.

InWhen ~~addition,~~evaluating ~~we have~~ the ~~ability~~desirability toof ~~redeem the~~effecting ~~outstanding~~our ~~warrants~~initial atBusiness ~~any~~Combination ~~time~~with ~~after~~a ~~they~~prospective ~~become~~target ~~exercisable~~business, ~~and~~our ~~prior~~ability to ~~their~~assess ~~expiration,~~the attarget abusiness’s ~~price~~management ofmay ~~$0.10~~be ~~per~~limited ~~warrant if,~~due ~~among~~to ~~other~~a ~~things,~~lack ~~the~~of ~~Reference~~time, ~~Value~~resources ~~equals~~ or ~~exceeds $10~~information.00 ~~per~~Our ~~share~~assessment asof ~~adjusted.~~the Incapabilities ~~such~~of athe ~~case~~target’s management, ~~the~~therefore, ~~holders~~may ~~will~~prove ~~be able~~ to ~~exercise~~be ~~their~~incorrect ~~warrants~~and ~~prior~~such tomanagement ~~redemption~~may ~~for~~lack athe ~~number~~skills, ofqualifications ~~Class A~~or ~~ordinary~~abilities ~~shares~~we ~~determined~~suspected. ~~based~~Should on the ~~redemption date~~target’s ~~and~~management not possess the ~~fair~~skills, ~~market~~qualifications ~~value~~or ofabilities ~~our~~necessary ~~Class A~~to ~~ordinary~~manage ~~shares.~~a ~~The~~public ~~value~~company, ~~received~~the ~~upon~~operations ~~exercise~~and profitability of the ~~warrants~~post-combination ~~(1)~~ business may be ~~less~~negatively ~~than~~impacted. ~~the~~Accordingly, ~~value~~any ~~the~~shareholder ~~holders~~or ~~would~~warrant ~~have~~holder ~~received~~who ifchooses ~~they~~to ~~had~~remain ~~exercised their warrants at~~ a ~~later~~shareholder ~~time~~or ~~where~~warrant ~~the~~holder, ~~underlying share~~respectively, ~~price~~following isour ~~higher~~initial ~~and~~Business ~~(2) may~~Combination ~~not~~could ~~compensate~~suffer ~~the~~a ~~holders~~reduction ~~for~~in the value of ~~the~~their ~~warrants, including because the number of ordinary shares received is capped at 0~~securities.~~361~~ ~~Class A~~Such ~~ordinary~~shareholders ~~shares~~and ~~per~~ warrant ~~(subject~~holders are unlikely to ~~adjustment)~~have ~~irrespective~~a ofremedy ~~the remaining~~for ~~life~~such ofreduction ~~the~~in ~~warrants~~value.

~~Because~~The ~~each~~directors ~~Unit~~and ~~contains~~officers ~~one-fourth~~ of ~~one~~an ~~redeemable~~acquisition ~~warrant~~candidate ~~and~~may ~~only~~resign upon completion of our initial Business Combination. The departure of a ~~whole~~Business ~~warrant~~Combination ~~may~~target’s bekey ~~exercised,~~personnel could negatively impact the ~~Units~~ ~~may~~operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ~~worth~~ascertained ~~less~~at ~~than Units~~this time. Although we contemplate that certain members of ~~other blank~~an ~~check~~acquisition ~~companies~~candidate’s management team will remain associated with us following our initial Business Combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

~~Each~~After ~~unit~~our ~~contains~~initial ~~one-fourth~~Business ~~of one redeemable warrant. Pursuant to the warrant agreement~~Combination, noit ~~fractional~~is ~~warrants~~possible ~~will~~that bea ~~issued~~majority ~~upon separation~~ of ~~the~~our ~~Units,~~directors and ~~only~~officers ~~whole warrants~~ will ~~trade.~~live ~~This~~outside isthe ~~different~~United ~~from~~States ~~other offerings similar to ours whose units include one ordinary share~~ and ~~one whole~~all ~~warrant~~ or asubstantially ~~greater~~all ~~fraction~~ of ~~one~~our ~~whole~~assets warrant to purchase one share. We have established the components of the Units in this way in order to reduce the dilutive effect of the warrants upon completion of a Business Combination since the warrants will be ~~exercisable~~located inoutside the ~~aggregate~~United ~~for~~States; atherefore ~~fourth~~investors of the number of shares compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive Business Combination partner for target businesses. Nevertheless, this Unit structure may ~~cause~~not ~~our Units to~~ be ~~worth~~able ~~less~~to ~~than~~enforce iffederal ~~they~~securities ~~included~~laws ~~one whole warrant~~ or atheir ~~greater fraction~~other oflegal ~~one whole warrant to purchase one whole share~~rights.

~~Because~~It weis ~~are~~possible ~~incorporated~~that ~~under~~ after our initial Business Combination, a majority of our directors and officers will reside outside of the ~~laws~~United States and all or substantially all of our assets will be located outside of the ~~Cayman~~United ~~Islands~~States. As a result, ~~you~~it may ~~face~~be ~~difficulties~~difficult, or in ~~protecting~~some ~~your~~cases ~~interests~~not possible, ~~and~~for ~~your~~investors ~~ability~~in the United States to ~~protect~~enforce ~~your~~their legal rights ~~through~~, ~~the~~to ~~U.S.~~effect ~~Federal~~service of process upon all of our directors or officers or to enforce judgments of United States courts ~~may~~predicated beupon ~~limited~~civil liabilities and criminal penalties on our directors and officers under United States laws.

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.30

~~Our~~Table ~~corporate affairs will be governed by our amended and restated memorandum and articles~~ of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders’ derivative action in a Federal court of the United States.Contents

WeIf ~~have~~our ~~been~~management ~~advised~~following by our ~~Cayman~~initial ~~Islands legal~~Business ~~counsel~~Combination ~~that~~is ~~the~~unfamiliar ~~courts~~with ofU.S. ~~the Cayman Islands are unlikely (1) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal~~ securities laws ~~of the United States or any state; and (2) in original actions brought in the Cayman Islands~~, tothey ~~impose~~may ~~liabilities~~have against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to ~~pay~~expend ~~the~~time ~~sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final~~ and ~~conclusive~~resources ~~and~~becoming ~~for~~familiar ~~a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent~~ with asuch ~~Cayman Islands judgment in respect of the same matter~~laws, ~~impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of~~ which ~~is,~~could ~~contrary~~lead to ~~natural justice~~various orregulatory ~~the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy)~~issues. ~~A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.~~

29Following our initial Business Combination, any or all of our management could resign from their positions as officers of the company, and the management of the target business at the time of the Business Combination could remain in place. Management of the target business may not be familiar with U.S. securities laws. If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

AsRisks aRelating ~~result~~to ofOur ~~all~~Management ofTeam ~~the~~and ~~above,~~Conflicts ~~public shareholders may have more difficulty in protecting their interests in the face~~ of ~~actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.~~Interest

~~Our~~Certain ~~warrant~~members ~~agreement designates the courts~~ of ~~the~~our ~~State~~management ofteam ~~New York or the United States District Court for the Southern District of New York as the sole~~ and ~~exclusive forum~~affiliated ~~for~~companies ~~certain~~are, ~~types~~have ofbeen, ~~actions~~ and ~~proceedings that~~ may befrom ~~initiated~~time byto ~~holders~~time ofbe, ~~our~~associated ~~warrants,~~with ~~which~~negative ~~could~~media ~~limit~~coverage ~~the~~or ~~ability of~~public ~~warrant~~actions ~~holders~~or tobecome ~~obtain~~involved ain ~~favorable~~legal ~~judicial~~proceedings ~~forum~~or ~~for~~governmental ~~disputes~~investigations ~~with~~unrelated to our ~~company~~business.

~~Our~~Members ~~warrant~~of ~~agreement~~our ~~provides~~management ~~that~~team have been involved in a wide variety of businesses. Such involvement has, ~~subject~~ and may lead to, ~~applicable~~media ~~law~~coverage and public awareness. As a result of such involvement, ~~(i) any~~certain ~~action~~members of our management team and affiliated companies are, ~~proceeding~~have been, and may from time to time be, involved in legal proceedings or ~~claim~~governmental ~~against~~investigations usunrelated ~~arising~~to ~~out~~our business, and may be exposed to reputational risks resulting from other events such as allegations of misconduct or ~~relating~~other negative publicity or press speculation, whether or not accurate. For example, in ~~any~~February ~~way~~2021, toClover ~~the~~Health, ~~warrant~~which ~~agreement~~merged with IPOC, ~~including~~ ~~under~~received a letter from the ~~Securities~~SEC ~~Act,~~indicating ~~will~~that beit ~~brought~~is conducting an investigation and ~~enforced~~requesting document and data preservation from January 1, 2020 relating to certain matters that were referenced in ~~the~~an ~~courts~~article ofby ~~the~~Hindenburg ~~State~~Research, and certain shareholders of ~~New~~Clover ~~York~~Health orhave ~~the~~also ~~United~~brought ~~States~~civil ~~District Court~~suits ~~for~~against ~~the~~Mr. ~~Southern~~Palihapitiya ~~District~~in his capacity as Chairman and Chief Executive Officer of ~~New~~IPOC ~~York~~for alleged breaches of fiduciary duty, ~~and~~unjust ~~(ii) that~~enrichment, wecorporate ~~irrevocably~~waste ~~submit~~and toviolations ~~such~~of ~~jurisdiction~~federal securities laws, ~~which~~in ~~jurisdiction shall~~connection bewith ~~the~~IPOC’s ~~exclusive~~business ~~forum~~combination ~~for~~with ~~any~~Clover Health. Any such media coverage, public action, ~~proceeding~~legal proceedings or ~~claim.~~investigations Wemay ~~will~~be ~~waive~~detrimental ~~any~~to ~~objection~~our toor ~~such~~our ~~exclusive~~management ~~jurisdiction~~ team’s reputation and ~~that~~could ~~such~~negatively ~~courts~~affect ~~represent~~our ability to identify and complete an ~~inconvenient~~initial ~~forum~~business combination and may have an adverse effect on the price of our securities or on our business, financial condition, results of operations and prospects.

~~Notwithstanding~~We the foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are ~~the~~dependent ~~sole~~upon ~~and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of~~ our ~~warrants~~directors ~~shall~~and beofficers ~~deemed to have notice of~~ and totheir ~~have~~departure ~~consented~~could ~~to the~~adversely ~~forum~~affect ~~provisions in~~ our ~~warrant~~ability agreement. If any action, the subject matter of which is within the scope of the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holderoperate.

~~This~~Our ~~choice-of-forum~~operations ~~provision~~are ~~may~~dependent ~~limit~~ upon a ~~warrant~~relatively ~~holder’s~~small ~~ability~~group toof ~~bring~~individuals aand ~~claim~~ in aparticular, ~~judicial~~Mr. ~~forum~~Palihapitiya, ~~that~~Chairman itof ~~finds~~our ~~favorable~~board ~~for~~of ~~disputes~~directors ~~with~~and our ~~company,~~Chief ~~which may~~Executive ~~discourage~~Officer, ~~such~~and ~~lawsuits~~Mr. ~~Alternatively~~Osborne, ifour aPresident ~~court~~and ~~were~~one toof ~~find~~our ~~this~~directors. ~~provision~~We believe that our success depends on the continued service of our ~~warrant~~directors ~~agreement~~and ~~inapplicable~~officers, orat ~~unenforceable with~~least ~~respect~~until towe ~~one~~have orcompleted ~~more~~our ofinitial ~~the~~Business Combination. In addition, our directors and officers are not required to commit any specified ~~types~~amount of ~~actions~~time orto ~~proceedings~~our affairs and, weaccordingly, ~~may~~will ~~incur~~have ~~additional~~conflicts ~~costs~~of ~~associated~~interest ~~with~~in ~~resolving such~~allocating ~~matters~~their intime ~~other~~among ~~jurisdictions~~various business activities, ~~which~~including ~~could~~identifying ~~materially~~potential Business Combinations and ~~adversely~~monitoring ~~affect~~the ~~our~~related ~~business~~due diligence. Moreover, ~~financial~~certain ~~condition~~of our directors and ~~results of~~officers ~~operations~~have time and ~~result~~attention inrequirements afor ~~diversion~~investment funds of which affiliates of our Sponsor are the ~~time~~investment ~~and~~managers. ~~resources~~We do not have an employment agreement with, or key-man insurance on the life of, any of our ~~management~~directors ~~and~~or ~~board~~officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

~~Provisions~~Our inability to successfully effect our ~~amended~~initial ~~and~~Business ~~restated memorandum~~Combination and ~~articles~~to ofbe ~~association~~successful ~~may~~thereafter ~~inhibit~~will abe ~~takeover~~dependent upon the efforts of usour key personnel, ~~which~~some ~~could~~of ~~limit~~whom ~~the~~may ~~price~~join ~~investors~~us ~~might~~following beour ~~willing~~initial ~~to pay~~Business inCombination. ~~the~~The ~~future~~loss ~~for~~of our ~~Class A~~or ~~ordinary~~a ~~shares~~target’s ~~and~~key personnel could ~~entrench~~negatively ~~management~~impact the operations and profitability of our post-combination business.

Our ~~amended~~ability ~~and~~to ~~restated~~successfully ~~memorandum~~effect ~~and articles~~our ofinitial ~~association~~Business ~~contain~~Combination ~~provisions~~is ~~that~~dependent ~~may~~upon ~~discourage~~the ~~unsolicited~~efforts ~~takeover~~of ~~proposals~~our ~~that~~key ~~shareholders~~personnel. ~~may~~The ~~consider~~role ~~to be~~of our key personnel in ~~their~~the ~~best~~target ~~interests~~business, however, cannot presently be ascertained. ~~These~~Although ~~provisions~~some ~~include~~of ~~two-year~~our ~~director~~key ~~terms~~personnel ~~and~~may remain with the ~~ability~~target business in senior management or advisory positions following our initial Business Combination, it is likely that some or all of the ~~board~~management of ~~directors~~the target business will remain in place. While we intend to ~~designate the~~closely ~~terms~~scrutinize ofany ~~and~~individuals ~~issue~~we ~~new~~engage ~~series~~after ofour ~~preferred~~initial ~~shares~~Business Combination, ~~which~~we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may ~~make~~be ~~more~~unfamiliar ~~difficult~~with the ~~removal~~requirements of ~~management~~operating ~~and~~a ~~may~~company ~~discourage transactions~~regulated ~~that~~by ~~otherwise~~the SEC, which could ~~involve~~cause ~~payment~~us ofto ahave ~~premium~~to ~~over~~expend ~~prevailing~~time ~~market~~and ~~prices~~resources ~~for~~helping ~~our~~them ~~securities~~become familiar with such requirements.

~~General~~In ~~Risk~~addition, ~~Factors~~the directors and officers of an acquisition candidate may resign upon completion of our initial Business Combination. The departure of a Business Combination target’s key personnel could negatively impact the operations and profitability of our post-

~~Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”~~31

AsTable of December 31, 2020, we had $366,309 in cash and working capital of $1,048,891. Further, we have incurred, expect to continue to incur, significant costs in pursuit of our acquisition plans. Management’s plans to address this need are discussed under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our initial Business Combination may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this Annual Report do not include any adjustments that might result from our inability to continue as a going concern.Contents

Wecombination ~~are~~business. aThe ~~newly~~role ~~incorporated~~of ~~company~~ an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with nothe ~~operating~~acquisition ~~history~~candidate ~~and~~following noour ~~operating~~initial ~~revenues~~Business Combination, ~~and~~it ~~you~~is ~~have~~possible nothat ~~basis~~members onof ~~which~~the tomanagement ~~evaluate~~of ~~our~~an ~~ability~~acquisition candidate will not wish to ~~achieve~~remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business ~~objective~~.

WeOur ~~are~~key apersonnel ~~newly~~may ~~incorporated~~negotiate ~~company~~employment ~~incorporated under~~or ~~the~~consulting ~~laws~~agreements ~~of the Cayman Islands~~ with noa ~~operating~~target ~~results.~~business ~~Because~~in weconnection ~~lack~~with ana ~~operating~~particular ~~history,~~Business ~~you~~Combination. ~~have~~These noagreements ~~basis~~may ~~upon~~provide ~~which to~~for ~~evaluate~~them ~~our ability~~ to ~~achieve~~receive ~~our~~compensation ~~business~~following ~~objective of completing~~ our initial Business Combination ~~with one or more target businesses. We have no plans~~and, ~~arrangements~~as ~~or understandings with any prospective target business concerning~~ a ~~Business~~result, ~~Combination and~~ may because ~~unable~~them to ~~complete~~have ~~our~~conflicts ~~initial~~of ~~Business~~interest ~~Combination.~~in Ifdetermining wewhether ~~fail~~a toparticular ~~complete our initial~~ Business Combination, weis ~~will never~~the ~~generate~~most ~~any operating revenues~~advantageous.

30Our key personnel may be able to remain with us after the completion of our initial Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations would take place simultaneously with the negotiation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of our initial Business Combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, although he or she will be subject to complying with his or her fiduciary duties under Cayman Islands law. However, we believe the ability of such individuals to remain with us after the completion of our initial Business Combination will not be the determining factor in our decision as to whether or not we will proceed with any potential Business Combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial Business Combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial Business Combination.

~~Past~~Our ~~performance~~directors byand ~~our~~officers ~~management team~~will ~~and~~allocate their ~~respective~~time ~~affiliates~~to ~~may~~other ~~not~~businesses, beincluding ~~indicative~~IPOD, HEGA and the SCS SPACs, thereby causing conflicts of ~~future~~interest ~~performance~~in their determination as to how much time to devote to our affairs. These conflicts of aninterest ~~investment~~could inhave ~~the~~a ~~company~~negative impact on our ability to complete our initial Business Combination.

~~Information~~Our ~~regarding~~directors ~~performance~~and byofficers ~~our management~~are ~~team~~not required to, and will not, commit their ~~respective~~full ~~affiliates,~~time ~~including~~to ~~IPOA~~our affairs, ~~IPOB, IPOC,~~ ~~the~~which ~~Other~~may ~~Existing~~result ~~SCH~~in ~~SPACs,~~a ~~Social~~conflict ~~Capital and~~of ~~Hedosophia,~~interest isin ~~presented~~allocating their time between our operations and our search for ~~informational~~a ~~purposes~~Business ~~only~~Combination and their other businesses. ~~Past~~We ~~performance~~do bynot intend to have any full-time employees prior to the completion of our ~~management~~initial ~~team~~Business ~~and~~Combination. ~~their~~Each ~~respective~~of ~~affiliates~~our officers is engaged in several other business endeavors for which he may be entitled to, ~~including~~ ~~IPOA~~or otherwise expect to receive, ~~IPOB, IPOC,~~ ~~the~~substantial ~~Other~~compensation ~~Existing~~or ~~SCH~~other ~~SPACs~~economic benefit and our officers are not obligated to contribute any specific number of hours per week to our affairs. In particular, all of our officers and certain of our directors have fiduciary and contractual duties to either Social Capital ~~and~~or Hedosophia, isand ~~not~~to acertain ~~guarantee~~companies in which either ~~(1) that we~~of ~~will~~them behas ~~able~~invested toor ~~identify~~are aotherwise ~~suitable~~affiliated ~~candidate~~with, including IPOD, HEGA and the SCS SPACs and companies in industries we may target for our initial Business Combination. orFor ~~(2)~~ example, Mr. Palihapitiya is the Chief Executive Officer and Chairman of ~~success~~the ~~with~~Board ~~respect~~of toDirectors ~~any Business~~of ~~Combination~~IPOD weand ~~may~~the ~~consummate~~SCS SPACs, Mr. ~~You~~Osborne ~~should~~is ~~not~~the ~~rely~~President onand a director of IPOD and the ~~historical~~Chief ~~record~~Executive Officer and Executive Director HEGA, and each of our ~~management~~other ~~team~~officers is an officer of IPOD and/or ~~their~~the ~~affiliates~~SCS SPACs. Certain of our independent directors also serve as officers and/or board members for other entities, including ~~IPOA~~IPOD. In addition, ~~IPOB~~ IPOD, ~~IPOC,~~ ~~the~~HEGA ~~Other~~and ~~Existing~~each ~~SCH~~of the SCS SPACs has not yet completed an initial business combination, ~~Social~~each ~~Capital~~of ~~and~~which ~~Hedosophia~~may require a substantial amount of time, orresources ~~any~~and ~~related~~attention ~~investment’s performance~~from asthe ~~indicative~~members of our ~~future~~management ~~performance~~team ofthat anare ~~investment~~affiliated with such entity relating to due diligence, negotiation, structuring and other relevant efforts in connection with an initial business combination. Our officers’ and directors’ other business affairs, including the ~~company~~search or ~~the~~consummation ~~returns~~of a business combination for IPOD, HEGA and each of the ~~company~~SCS ~~will~~SPACs, oras isapplicable, ~~likely~~ may require them to devote substantial amounts of time to such affairs. This could limit our officers’ and directors’ ability to devote time to our affairs, ~~generate~~which ~~going~~may ~~forward~~have a negative impact on our ability to complete our initial business combination. For a discussion of our officers’ and directors’ other business endeavors, please see “Item 10. Directors, Executive Officer and Corporate Governance.”

WeCertain ~~may~~of beour adirectors ~~passive~~and ~~foreign~~officers ~~investment company~~are now, orand ~~“PFIC~~expect in the future to become,” ~~which~~affiliated ~~could~~with ~~result~~entities engaged in ~~adverse~~business ~~U.S.~~activities ~~federal~~similar ~~income~~to ~~tax~~those ~~consequences~~intended to ~~U.S.~~be ~~investors~~conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

IfUntil we ~~are~~consummate ~~a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of~~ our ~~ordinary~~initial shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our taxable year ended December 31, 2020, our current taxable year, and our subsequent taxable years may depend upon the status of an acquired company pursuant to a Business Combination, ~~and whether~~ we ~~qualify~~intend ~~for~~to ~~the~~engage ~~PFIC~~in ~~start-up exception. Depending on~~ the ~~particular~~business ~~circumstances, the application~~ of ~~the~~identifying ~~start-up exception may be subject to uncertainty,~~ and ~~there~~combining ~~cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances~~ with ~~respect~~one ~~to our status as a PFIC for our taxable year ended December 31, 2020, our current taxable year,~~ or ~~any~~more ~~subsequent taxable year~~businesses. Our ~~actual PFIC~~Sponsor ~~status~~and ~~for~~certain ~~any taxable year, moreover, will not be determinable until after the end~~ of ~~such~~our ~~taxable~~directors ~~year.~~and Ifofficers ~~we determine we~~ are aaffiliated ~~PFIC~~with ~~for~~entities ~~any~~that ~~taxable~~are ~~year,~~engaged wein ~~will endeavor to provide to~~ a ~~U.S.~~similar ~~Holder~~business ~~such~~and ~~information~~in as the ~~Internal~~future ~~Revenue~~also ~~Service (“IRS”)~~expect ~~may require, including a PFIC Annual Information Statement, in order~~ to ~~enable~~become ~~the~~affiliated ~~U.S.~~with ~~Holder~~other toentities ~~make and maintain a “qualified electing fund” election, but there can be no assurance~~ that weare ~~will~~engaged ~~timely provide such required information, and such election would likely be unavailable with respect to our warrants~~ in ~~all~~a ~~cases~~similar business. WeFor ~~urge~~example, UMr.S. ~~Holders~~Palihapitiya ~~to consult their own tax advisors regarding the possible application of the PFIC rules to holders of our ordinary shares and warrants.~~

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.32

WeTable ~~are an “emerging growth company” within the meaning~~ of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.Contents

~~Further~~and Mr. Osborne have incorporated IPOD, ~~Section 102(b)(1) of the~~a ~~JOBS~~blank ~~Act~~check ~~exempts~~company ~~emerging~~incorporated ~~growth~~as ~~companies~~a ~~from~~Cayman ~~being~~Islands ~~required~~exempted tocompany ~~comply~~for ~~with~~the ~~new~~purpose orof ~~revised~~effecting ~~financial~~its ~~accounting~~own ~~standards until~~initial ~~private~~business ~~companies~~combination ~~(that~~focused ~~is,~~on ~~those~~pursuing ~~that~~an ~~have~~initial ~~not~~business ~~had~~combination with a ~~Securities~~target ~~Act~~operating ~~registration~~in ~~statement~~the ~~declared~~technology ~~effective~~industries, orand doMr. ~~not have~~Palihapitiya ahas ~~class~~incorporated ofthe ~~securities~~SCS ~~registered~~SPACs, ~~under~~each ~~the~~a ~~Exchange~~blank ~~Act)~~check ~~are~~company ~~required~~incorporated toas ~~comply~~a ~~with~~Cayman Islands exempted company for the ~~new~~purpose orof ~~revised~~effecting ~~financial~~its ~~accounting standards~~own initial Business Combination. ~~The~~Mr. ~~JOBS~~Palihapitiya ~~Act~~is ~~provides~~the ~~that~~Chief aExecutive ~~company~~Officer ~~can~~and ~~elect~~Chairman toof ~~opt~~the ~~out~~Board of Directors of IPOD and the ~~extended~~SCS ~~transition~~SPACs, ~~period~~Mr. Osborne is the President and ~~comply~~a ~~with~~director of IPOD and the ~~requirements that~~Chief ~~apply~~Executive toOfficer ~~non-emerging~~and ~~growth~~Executive ~~companies~~Director ~~but~~HEGA, ~~any~~and ~~such~~each ~~election~~of toour ~~opt~~other ~~out~~officers is ~~irrevocable.~~an Weofficer ~~have~~of ~~elected~~IPOD ~~not~~and/or tothe ~~opt~~SCS ~~out~~SPACs, and each of ~~such~~ ~~extended~~the ~~transition~~foregoing ~~period~~owe ~~which~~fiduciary ~~means~~duties ~~that~~under ~~when~~Cayman aIslands ~~standard~~law isto ~~issued~~the entities on which he serves as an officer or ~~revised~~director. Our Sponsor and itdirectors ~~has~~and ~~different~~officers ~~application~~are ~~dates~~also ~~for public~~not orprohibited ~~private~~from ~~companies~~sponsoring, weinvesting or otherwise becoming involved with, asany another ~~emerging~~blank ~~growth~~check ~~company~~companies, ~~can~~including ~~adopt~~in ~~the~~connection ~~new~~with ortheir ~~revised~~initial ~~standard~~Business atCombinations, ~~the~~prior ~~time~~to ~~private~~us ~~companies adopt~~completing ~~the~~our ~~new~~initial orBusiness ~~revised~~Combination, ~~standard.~~and ~~This~~any such involvement may ~~make~~result ~~comparison~~in conflicts of ~~our~~interests ~~financial~~as ~~statements~~described ~~with~~above. ~~another~~Any ~~public~~other special purpose acquisition company ~~which~~may isalso ~~neither an~~have ~~emerging~~terms ~~growth~~that ~~company~~are ~~nor~~the ansame ~~emerging~~or ~~growth~~different ~~company~~than ~~which~~our ~~has~~terms, ~~opted~~including ~~out~~terms ofthat ~~using~~are ~~the~~more ~~extended~~favorable ~~transition~~to ~~period~~its ~~difficult~~ investors and/or ~~impossible~~potential ~~because~~target businesses. Moreover, certain of our directors and officers have time and attention requirements for investment funds of which affiliates of our Sponsor are the ~~potential~~investment ~~differences~~managers inand ~~accounting~~for ~~standards~~IPOD ~~used~~and each of the SCS SPACs.

~~Additionally,~~Our wedirectors ~~are~~and aofficers ~~“smaller~~also ~~reporting company”~~may asbecome ~~defined~~aware ~~in Item 10(f)(1)~~ of ~~Regulation S-K.~~business ~~Smaller~~opportunities ~~reporting~~which ~~companies~~ may ~~take~~be ~~advantage~~appropriate of for presentation to us and the other entities to which they owe certain ~~reduced~~fiduciary ~~disclosure~~or ~~obligations~~contractual duties or otherwise have an interest in, including IPOD, ~~among~~HEGA ~~other~~and ~~things,~~the ~~providing~~SCS ~~only~~SPACs ~~two years~~and ofany ~~audited~~other ~~financial~~special ~~statements. We~~purpose ~~will~~acquisition ~~remain~~company ain ~~smaller~~which ~~reporting~~they ~~company~~may ~~until~~become ~~the~~involved ~~last~~with. ~~day~~Accordingly, ofthey ~~the~~may ~~fiscal~~have ~~year~~conflicts of interest in determining to which ~~(1) the~~entity ~~market~~a ~~value~~particular ofbusiness opportunity should be presented. These conflicts may not be resolved in our ~~ordinary shares~~favor ~~held~~and bya ~~non-affiliates~~potential ~~equals~~target orbusiness ~~exceeds~~may ~~$250 million~~be aspresented ofto ~~the~~other ~~end~~entities ofprior ~~that~~to ~~year’s~~its ~~second~~presentation ~~fiscal~~to ~~quarter~~us, ~~and (2) our~~subject ~~annual~~to ~~revenues~~his ~~equaled~~ or ~~exceeded~~her ~~$100 million~~fiduciary ~~during~~duties ~~such~~under ~~completed~~Cayman ~~fiscal~~Islands ~~year~~law. orOur ~~the~~amended ~~market~~and ~~value~~restated memorandum and articles of association provide that we renounce our ~~ordinary~~ ~~shares~~interest ~~held~~in byany ~~non-affiliates~~corporate ~~equals~~opportunity offered to any director or ~~exceeds~~officer ~~$700 million~~unless assuch ofopportunity ~~the~~is ~~end~~expressly ofoffered ~~that~~to ~~year’s~~such ~~second~~person ~~fiscal~~solely ~~quarter. To~~in ~~the~~his ~~extent~~or weher ~~take~~capacity ~~advantage~~as ofa ~~such~~director ~~reduced~~or ~~disclosure~~officer ~~obligations,~~of itthe ~~may~~company ~~also~~and ~~make~~it ~~comparison~~is ofan ~~our~~opportunity ~~financial~~that ~~statements with~~we ~~other~~are ~~public~~able ~~companies~~to ~~difficult~~complete oron ~~impossible~~a reasonable basis.

31For a discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Item 10. Directors, Executive Officer and Corporate Governance,” “Item 10. Directors, Executive Officer and Corporate Governance — Conflicts of Interest” and “Item 13 — Certain Relationships and Related Party Transactions, and Director Independence.”

~~Item~~Our ~~1.B.~~directors, ~~Unresolved~~officers, ~~Staff~~security ~~Comments~~holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

~~None~~We have not adopted a policy that expressly prohibits our directors, officers, security holders or their respective affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a Business Combination with a target business that is affiliated with our Sponsor, our directors or officers. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. In particular, affiliates of our Sponsor have invested in a diverse set of industries. As a result, there may be substantial overlap between companies that would be a suitable Business Combination for us and companies that would make an attractive target for such other affiliates.

~~Item~~Our 2.letter ~~Properties~~agreements with our initial shareholders, officers and directors may be amended without shareholder approval.

WeOur ~~currently~~letter ~~maintain~~agreements with our ~~executive~~initial ~~offices at~~shareholders, ~~317~~officers ~~University~~and ~~Ave~~directors contains provisions relating to, ~~Suite 200~~among other things, ~~Palo~~restrictions ~~Alto~~on transfer of our founder shares and private placement warrants, CAindemnification ~~94301.~~of ~~The~~the ~~cost~~trust ~~for~~account, ~~this~~waiver ~~space~~of isredemption ~~included~~rights and participation in liquidating distributions from the ~~$10,000~~trust ~~per~~account. ~~month~~The ~~fee~~letter ~~that~~ agreements may be amended without shareholder approval. While we ~~will~~do ~~pay~~not anexpect ~~affiliate~~our board of directors to approve any amendment to the letter agreements prior to our ~~Sponsor~~initial ~~for~~Business ~~office~~Combination, ~~space~~it may be possible that our board of directors, ~~administrative~~in exercising its business judgment and ~~support~~subject ~~services~~to its fiduciary duties, chooses to approve one or more amendments to the letter agreements. WeAny ~~consider~~such ~~our~~amendments ~~current~~to ~~office~~the ~~space adequate~~letter ~~for~~agreements would not require approval from our ~~current~~shareholders ~~operations~~and may have an adverse effect on the value of an investment in our securities.

~~Item 3. Legal Proceedings.~~33

WeTable ~~are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any~~ of ~~our officers or directors in their corporate capacity.~~Contents

~~Item~~Risks 4.Relating ~~Mine~~to ~~Safety~~Our ~~Disclosures.~~Securities

~~None~~You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares and/or warrants, potentially at a loss.

32Our public shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (1) our completion of an initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption of our public shares if we have not completed an initial Business Combination within 24 months from the closing of the Initial Public Offering, subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares and/or warrants, potentially at a loss.

~~PART II~~The NYSE 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.

~~Item~~We 5cannot assure you that our securities will continue to be listed on the NYSE. ~~Market~~In ~~for~~order ~~Registrant~~to continue listing our securities on the NYSE prior to our initial Business Combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum number of holders of our securities. Additionally, in connection with our initial Business Combination, we will be required to demonstrate compliance with the applicable exchange’s ~~Common~~initial ~~Equity~~listing requirements, ~~Related~~which ~~Stockholder~~are ~~Matters~~more ~~and~~rigorous ~~Issuer~~than ~~Purchases~~continued listing requirements in order to continue to maintain the listing of ~~Equity~~our ~~Securities~~securities. We cannot assure you that we will be able to meet those requirements at that time.

~~(a)~~If ~~Market~~any ~~Information~~of our securities are delisted from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

~~Our~~● ~~Units~~a ~~began~~limited ~~trading~~availability ~~on the NYSE on October 9, 2020. Each Unit consists~~ of ~~one~~market ~~Class A~~quotations ~~ordinary~~for ~~share~~our and one-fourth of one redeemable warrant to purchase one Class A ordinary share. On November 27, 2020, we announced that holders of the Units may elect to separately trade the Class A ordinary shares and redeemable warrants included in the Units commencing on November 30, 2020. Any Units not separated continue to trade on the New York Stock Exchange under the symbol “IPOF.U.” Any underlying Class A ordinary shares and redeemable warrants that were separated trade on the NYSE under the symbols “IPOF” and “IPOF WS,” respectively.securities;

~~(b)~~● ~~Holders~~reduced liquidity for our securities;

As● ofa ~~March 26,~~determination ~~2021,~~that ~~there~~our ~~was~~Class ~~one~~A ~~holder of~~ordinary ~~record~~shares ofare ~~our~~a ~~Units,~~“penny ~~one~~stock” ~~holder~~which ofwill ~~record~~require ofbrokers ~~our~~trading ~~separately~~in ~~traded~~our Class A ordinary ~~share,~~shares to adhere to more stringent rules and ~~two~~possibly ~~holders~~result ofin ~~record~~a reduced level of trading activity in the secondary trading market for our ~~redeemable warrants.~~securities;

~~(c)~~● ~~Dividends~~a limited amount of news and analyst coverage; and

We● ~~have~~a ~~not~~decreased ~~paid~~ability ~~any cash dividends on our ordinary shares~~ to ~~date~~issue ~~and~~additional dosecurities ~~not~~or ~~intend~~obtain toadditional ~~pay~~financing ~~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. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. In September 2020, we effected a share capitalization, resulting in an aggregate of 28,750,000 founder shares issued and outstanding, in order to maintain the number of founder shares at 20% of our issued and outstanding ordinary shares upon the consummation of the Initial Public Offering. 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)~~The National Securities ~~Authorized~~Markets ~~for~~Improvement ~~Issuance~~Act ~~Under~~of ~~Equity~~1996, ~~Compensation~~which ~~Plans~~is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Units, Class A ordinary shares and warrants currently qualify as covered securities under such statute. Although the states are pre-empted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose acquisition companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities, which may negatively impact our ability to consummate our initial Business Combination.

~~None.~~34

~~(e)~~Table ~~Performance~~of ~~Graph~~Contents

~~The~~You ~~performance~~will ~~graph~~not ~~has~~be ~~been~~permitted ~~omitted as~~to ~~permitted~~exercise ~~under~~your ~~rules~~warrants unless we register and qualify the issuance of the underlying Class ~~applicable~~A toordinary ~~smaller~~shares ~~reporting~~or ~~companies~~certain exemptions are available.

Under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days after the closing of our initial Business Combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (fsubject to adjustment). ~~Recent~~However, ~~Sales~~no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of ~~Unregistered~~the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities; ~~Use~~Act, we may, at our option, require holders of ~~Proceeds~~public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from ~~Registered~~registration ~~Offerings~~or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the Units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of Units sold in the Initial Public Offering. In such an instance, our Sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

OnWe ~~October 14,~~may ~~2020,~~amend wethe ~~consummated our~~terms ~~Initial Public Offering~~ of ~~115,000,000 Units, inclusive of 15,000,000 Units sold to~~ the ~~underwriters~~warrants ~~upon~~in ~~the election to fully exercise their over-allotment option, at~~ a ~~price~~manner ofthat ~~$10.00~~may ~~per~~be ~~Unit,~~adverse ~~generating~~to ~~total~~holders ~~gross proceeds~~ of ~~$1,150,000,000.~~public ~~Each~~warrants ~~Unit consists~~with ofthe ~~one~~approval ~~Class A~~by ~~ordinary~~the ~~share~~holders of ~~the~~at ~~Company,~~least ~~par~~65% ~~value $0.0001 per share, and one-fourth~~ of ~~one redeemable warrant of~~ the ~~Company.~~then ~~Each~~outstanding ~~whole~~public ~~warrant entitles the holder thereof to purchase one Class A ordinary share Ordinary Share for $11~~warrants.50 per share, subject to adjustment. Credit Suisse acted as the sole book-running manager. The securities sold in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-248917). The registration statement became effective on October 8, 2020.

~~Simultaneously~~Our ~~with~~warrants are governed by a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that (a) the ~~consummation~~terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in the prospectus related to the Initial Public Offering, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the ~~exercise~~parties deem to not adversely affect the rights of the ~~over-allotment~~registered ~~option~~holders inof ~~full~~the warrants under the warrant agreement and (b) all other modifications or amendments require the ~~sale~~vote or written consent of at least 65% of the ~~Private~~then ~~Placement~~outstanding ~~Warrants, we~~public ~~consummated~~warrants; aprovided that any amendment that solely affects the terms of the private placement warrants or any provision of ~~11,000,000~~the ~~Private~~warrant ~~Placement~~agreement ~~Warrants~~solely with respect to ~~our~~the ~~Sponsor~~private placement warrants will also require at least 65% of the then outstanding private placement warrants. Accordingly, we may amend the terms of the public warrants in a ~~price~~manner adverse to a holder if holders of $2at least 65% of the then outstanding public warrants approve of such amendment.00 ~~per~~Although ~~Private~~our ~~Placement Warrant,~~ability ~~generating~~to ~~total~~amend ~~proceeds~~the terms of ~~$22~~the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited,~~000,000.~~ ~~Such~~examples ~~securities~~of ~~were~~such ~~issued~~amendments ~~pursuant~~could be amendments to, ~~the~~among ~~exemption~~other ~~from~~things, ~~registration~~increase ~~contained in~~the ~~Section 4(a)(2)~~ exercise price of the ~~Securities~~warrants, ~~Act~~shorten the exercise period or decrease the number of ordinary shares purchasable upon exercise of a warrant.

The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by us (except in certain redemption scenarios when the price per Class A ordinary share equals or exceeds $10.00 (as adjusted)); (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of our Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.35

33Table of Contents

OfWe ~~the~~may ~~gross~~redeem ~~proceeds~~your ~~received~~unexpired ~~from~~warrants ~~the Initial~~prior ~~Public~~to ~~Offering~~their ~~and~~exercise ~~the~~at ~~full~~a ~~exercise~~time ofthat ~~the~~is ~~option~~disadvantageous to ~~purchase additional Units~~you, ~~$460,000,000~~thereby ~~was~~making ~~placed~~your inwarrants ~~the Trust Account~~worthless.

We ~~paid~~have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a ~~total~~price of $200.01 per warrant if,~~000~~ among other things,~~000~~ inthe ~~underwriting discounts~~last ~~and~~reported ~~commissions~~sale ~~and~~price ~~$566,147~~of Class A ordinary shares for ~~other~~any ~~costs~~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 (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and ~~expenses~~when ~~related~~the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the ~~Initial~~underlying ~~Public~~securities ~~Offering~~for sale under all applicable state securities laws. InAs ~~addition~~a result, we may redeem the ~~underwriters agreed~~warrants as set forth above even if the holders are otherwise unable to ~~defer~~exercise ~~$40~~the warrants. Redemption of the outstanding warrants as described above could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which,~~250~~ at the time the outstanding warrants are called for redemption,~~000~~ inwe ~~underwriting~~expect ~~discounts~~would ~~and~~be ~~commissions~~substantially less than the market value of your warrants.

~~For~~In addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a ~~description~~price of $0.10 per warrant if, among other things, the ~~use~~Reference Value equals or exceeds $10.00 per share as adjusted. In such a case, the holders will be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the ~~proceeds generated~~redemption indate and the fair market value of our ~~Initial~~Class A ~~Public~~ordinary ~~Offering~~shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, ~~see~~including ~~“Item~~because 7the number of ordinary shares received is capped at 0.361 ~~Management’s~~Class A ~~Discussion~~ordinary ~~and~~shares ~~Analysis~~per warrant (subject to adjustment) irrespective of ~~Financial~~the ~~Condition and~~remaining ~~Results~~life of ~~Operations”~~the warrants.

~~Item~~Because 6.each ~~Selected~~Unit ~~Financial~~contains ~~Data~~one-fourth of one redeemable warrant and only a whole warrant may be exercised, the Units may be worth less than Units of other blank check companies.

~~Selected~~Each ~~financial~~unit ~~data~~contains ~~has~~one-fourth ~~been~~of ~~omitted as~~one ~~permitted~~redeemable ~~under~~warrant. ~~rules~~Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the Units, and only whole warrants will trade. This is different from other offerings similar to ours whose ~~applicable~~units include one ordinary share and one whole warrant or a greater fraction of one whole warrant to ~~smaller~~purchase ~~reporting~~one ~~companies~~share. We established the components of the Units in this way in order to reduce the dilutive effect of the warrants upon completion of a Business Combination since the warrants will be exercisable in the aggregate for a fourth of the number of shares compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive Business Combination partner for target businesses. Nevertheless, this Unit structure may cause our Units to be worth less than if they included one whole warrant or a greater fraction of one whole warrant to purchase one whole share.

~~Item~~Our ~~7. Management~~management’s ~~Discussion~~ability ~~and~~to ~~Analysis~~require holders of ~~Financial~~our ~~Condition~~public ~~and~~warrants ~~Results~~to exercise such public warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of ~~Operations~~the public warrants than they would have received had they been able to exercise their public warrants for cash.

~~References~~If towe ~~the~~call ~~“Company,” “~~our,” ~~“us” or~~public ~~“we”~~warrants ~~refer~~for toredemption, ~~Social~~our ~~Capital~~management ~~Hedosophia~~will ~~Holdings~~have ~~Corp.~~the ~~VI.~~option ~~The~~to ~~following~~require ~~discussion~~any ~~and~~holder ~~analysis~~that ofwishes ~~the~~to ~~Company’s financial~~exercise ~~condition~~its ~~and~~warrant ~~results~~(including ofany ~~operations~~warrants ~~should~~held beby ~~read in conjunction with~~ our ~~audited~~sponsor, ~~financial~~officers, ~~statements~~directors ~~and~~or ~~the~~their ~~notes~~permitted ~~related thereto~~transferees) ~~which~~to ~~are~~do ~~included~~so inon a “~~Item~~cashless 8basis.” ~~Financial~~If ~~Statements~~our ~~and~~management ~~Supplementary~~chooses ~~Data”~~to ofrequire ~~this~~holders ~~Annual~~to ~~Report~~exercise ontheir ~~Form 10-K. Certain~~warrants ~~information~~on ~~contained~~a incashless basis, the ~~discussion~~number ~~and~~of ~~analysis~~Class ~~set~~A ~~forth~~ordinary ~~below~~shares ~~includes~~received ~~forward-looking~~by ~~statements.~~a ~~Our~~holder ~~actual~~upon ~~results~~exercise ~~may differ~~will ~~materially~~be ~~from~~fewer ~~those~~than ~~anticipated~~it inwould ~~these~~have ~~forward-looking~~been ~~statements~~had assuch aholder ~~result~~exercised ofhis, ~~many~~her ~~factors,~~or ~~including~~its ~~those~~warrant ~~set~~for ~~forth~~cash. ~~under~~ This ~~“Cautionary~~will ~~Note~~have ~~Regarding~~the ~~Forward-Looking~~effect ~~Statements~~of ~~and~~reducing ~~Risk~~the ~~Factor~~potential ~~Summary,~~“upside” ~~“Item~~of ~~1.A.~~the ~~Risk~~holder’s ~~Factors”~~investment ~~and elsewhere~~ in ~~this~~our ~~Annual Report on Form 10-K~~company.

~~Overview~~Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

We are aan ~~blank~~exempted ~~check~~ company incorporated in under the ~~Cayman~~laws ~~Islands~~of ~~on July 10, 2020 formed for~~ the ~~purpose~~Cayman ofIslands. ~~effecting~~As a ~~merger~~result, ~~share~~it ~~exchange,~~may ~~asset~~be ~~acquisition,~~difficult ~~share purchase,~~for ~~reorganization~~investors orto ~~similar~~effect ~~Business~~service ~~Combination~~of ~~with~~process ~~one~~within orthe ~~more~~United ~~businesses.~~States Weupon ~~intend to effectuate~~ our ~~Business~~directors ~~Combination using~~or ~~cash~~officers, ~~derived~~or ~~from~~enforce ~~the~~judgments ~~proceeds~~obtained ofin the ~~Initial~~United ~~Public~~States ~~Offering~~courts ~~and~~against ~~the sale of the Private Placement Warrants,~~ our ~~shares, debt~~directors or ~~a combination of cash, shares and debt~~officers.

WeOur ~~expect~~corporate toaffairs ~~continue~~will tobe ~~incur~~governed ~~significant costs~~by inour ~~the~~amended ~~pursuit~~and restated memorandum and articles of ~~our~~association, ~~acquisition~~the ~~plans.~~Companies WeAct ~~cannot~~(as ~~assure~~the ~~you~~same ~~that~~may ~~our~~be ~~plans~~supplemented or amended from time to ~~complete~~time) aand ~~Business~~the ~~Combination~~common ~~will~~law beof ~~successful~~the Cayman Islands. The rights of shareholders

~~Results of Operations~~36

WeTable have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through December 31, 2020 were organizational activities and those necessary to prepare for the Initial Public Offering, described below. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. 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 in connection with searching for, and completing, a Business Combination.Contents

~~For~~to take action against the ~~period~~directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from ~~July 10~~comparatively limited judicial precedent in the Cayman Islands as well as from English common law, ~~2020 (inception)~~the ~~through~~decisions ~~December 31~~of whose courts are of persuasive authority, ~~2020~~but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, wethe ~~had~~Cayman Islands has a ~~net~~different ~~loss~~body of ~~$385~~securities laws as compared to the United States,~~384~~ and certain states, ~~which~~such ~~consists~~as ofDelaware, ~~operating~~may have more fully developed and ~~formation~~judicially ~~costs~~interpreted bodies of ~~$409~~corporate law. In addition,~~962 offset~~ byCayman ~~interest~~Islands ~~income~~companies onmay ~~marketable~~not ~~securities~~have ~~held~~standing to initiate a shareholder derivative action in ~~the~~a ~~Trust~~Federal ~~Account~~court of ~~$24,578~~the United States.

~~Liquidity~~We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (1) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and ~~Capital~~(2) in ~~Resources~~original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

OnAs ~~October 14,~~a ~~2020,~~result ~~we consummated the Initial Public Offering~~ of ~~115,000,000~~all ~~Units, inclusive~~ of the ~~underwriters’ election to fully exercise their option to purchase an additional 15~~above,~~000,000~~ ~~Units,~~public atshareholders amay ~~price~~have ofmore ~~$10.00~~difficulty ~~per~~in ~~Unit,~~protecting ~~generating~~their ~~gross~~interests ~~proceeds~~in ~~of $1,150,000,000. Simultaneously with~~ the ~~closing~~face of ~~the~~actions ~~Initial~~taken ~~Public~~by ~~Offering~~management, wemembers ~~consummated~~of the ~~sale~~board of ~~11,000,000~~directors ~~Private~~or ~~Placement~~controlling ~~Warrants~~shareholders tothan ~~the~~they ~~Sponsor at~~would aas ~~price~~public shareholders of ~~$2.00~~a ~~per~~United ~~Private~~States ~~Placement Warrant generating gross proceeds of $22,000,000~~company.

~~Following~~Our ~~the~~warrant ~~Initial~~agreement ~~Public~~designates ~~Offering,~~ the ~~exercise~~courts of the ~~over-allotment~~State ~~option~~of inNew ~~full~~York ~~and~~or the ~~sale~~United ofStates ~~the~~District ~~Private~~Court ~~Placement~~for ~~Warrants,~~the aSouthern ~~total~~District of ~~$1,150,000,000~~New ~~was placed~~York inas the ~~Trust~~sole ~~Account~~ and weexclusive ~~had~~forum ~~$1,584,406~~for ofcertain ~~cash~~types ~~held outside~~ of ~~the~~actions ~~Trust~~and ~~Account,~~proceedings ~~after~~that ~~payment~~may ofbe ~~costs~~initiated ~~related~~by ~~to the~~holders ~~Initial~~of ~~Public~~our ~~Offering~~warrants, ~~and~~which ~~available~~could ~~for~~limit ~~working~~the ~~capital~~ability ~~purposes. We incurred $60,816,147 in transaction costs, including $20,000,000~~ of ~~underwriting~~warrant ~~fees,~~holders ~~$40,250,000~~to ofobtain ~~deferred~~a ~~underwriting~~favorable ~~fees~~judicial ~~and~~forum ~~$566,147~~for ofdisputes ~~other~~with ~~offering~~our ~~costs~~company.

~~For~~Our ~~the~~warrant ~~period~~agreement ~~from~~provides ~~July 10~~that, ~~2020 (inception)~~subject ~~through~~to ~~December 31~~applicable law, ~~2020~~(i) any action, ~~net~~proceeding ~~cash~~or ~~used~~claim against us arising out of or relating in ~~operating~~any ~~activities~~way ~~was~~to $1the warrant agreement,~~097~~ including under the Securities Act,~~544,~~ ~~consisting~~will ofbe abrought ~~net~~and ~~loss~~enforced in the courts of ~~$385,384 offset~~the byState ~~interest~~of ~~earned~~New onYork ~~marketable~~or ~~securities~~the ~~held~~United inStates District Court for the ~~Trust~~Southern ~~Account~~District of New York, and ~~not~~(ii) that ~~available~~we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for ~~operations~~any ofsuch ~~$24~~action,~~578~~ proceeding or claim. ~~Changes in~~We ~~operating~~will ~~assets~~waive ~~and~~any ~~liabilities~~objection ~~used~~to ~~$687,582~~such ofexclusive ~~cash~~jurisdiction ~~from~~and ~~operating~~that ~~activities~~such courts represent an inconvenient forum.

34Notwithstanding the foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

AtThis ~~December 31,~~choice-of-forum ~~2020,~~provision wemay ~~had~~limit ~~investments held~~a inwarrant ~~the~~holder’s ~~Trust~~ability ~~Account~~to ofbring ~~$1,150,024,578.~~a Weclaim ~~intend~~in toa ~~use~~judicial ~~substantially~~forum ~~all~~that ofit ~~the~~finds ~~funds~~favorable ~~held~~for indisputes ~~the~~with ~~Trust~~our ~~Account~~company, ~~including any~~which ~~amounts~~may ~~representing~~discourage ~~interest~~such ~~earned~~lawsuits. ~~on the Trust Account~~Alternatively, ~~excluding~~if ~~deferred~~a ~~underwriting~~court ~~commissions,~~were to ~~complete~~find ~~our~~this ~~Business Combination.~~provision Weof ~~may~~our ~~withdraw~~warrant ~~interest~~agreement ~~from~~inapplicable ~~the~~or ~~Trust~~unenforceable ~~Account~~with respect to ~~pay~~one ~~taxes,~~or ifmore ~~any.~~of To the ~~extent~~specified ~~that~~types ~~our~~of ~~share~~actions ~~capital~~ or ~~debt is used~~proceedings, inwe ~~whole~~may orincur inadditional ~~part,~~costs asassociated ~~consideration~~with toresolving ~~complete~~such amatters ~~Business~~in ~~Combination~~other jurisdictions, ~~the~~which ~~remaining~~could ~~proceeds~~materially ~~held~~and inadversely ~~the~~affect ~~Trust~~our ~~Account will~~business, befinancial ~~used~~condition asand ~~working~~results ~~capital~~of tooperations ~~finance~~and ~~the~~result ~~operations~~in a diversion of the ~~target~~time ~~business~~and orresources ~~businesses,~~of ~~make~~our ~~other~~management ~~acquisitions~~ and ~~pursue our~~board ~~growth~~of ~~strategies~~directors.

At December 31, 2020, we had cash of $366,309 held outside of the Trust Account. 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, structure, negotiate and complete a Business Combination.37

InTable ~~order to fund working capital deficiencies or finance transaction costs in connection with a 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 a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a 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 $2,500,000 of such loans may be convertible into warrants, at a price of $2.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.Contents

~~Liquidity~~Provisions in our amended and ~~Going~~restated ~~Concern~~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.

WeOur ~~will~~amended ~~need~~and torestated ~~raise~~memorandum ~~additional~~and ~~capital through~~articles ~~loans~~of orassociation ~~additional~~contain ~~investments~~provisions ~~from~~that ~~our~~may ~~Sponsor,~~discourage orunsolicited antakeover ~~affiliate~~proposals ofthat ~~our Sponsor,~~ shareholders, ~~officers or directors, or third parties. Our officers, directors and Sponsor~~ may, ~~but~~consider ~~are not obligated~~ to, ~~loan~~be ~~us funds, from time to time or at any time,~~ in ~~whatever amount they deem reasonable in~~ their ~~sole~~best ~~discretion, to meet our working capital needs~~interests. ~~Accordingly,~~These weprovisions ~~may not~~include betwo-year ~~able~~director toterms ~~obtain~~and ~~additional~~the ~~financing.~~ability Ifof weour ~~are~~board ~~unable~~of todirectors ~~raise additional capital, we may be required~~ to ~~take~~designate ~~additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending~~ the ~~pursuit~~ terms of ~~a potential transaction,~~ and ~~reducing~~issue ~~overhead expenses. We cannot provide any assurance that~~ new ~~financing~~series ~~will~~of bepreferred ~~available to us on commercially acceptable terms~~shares, ifwhich atmay ~~all.~~make ~~These~~more ~~conditions~~difficult ~~raise~~the ~~substantial~~removal ~~doubt~~of ~~about~~management ~~our~~and ~~ability~~may todiscourage ~~continue~~transactions ~~as a going concern through October 14, 2022, the date~~ that weotherwise ~~will~~could beinvolve ~~required~~payment ~~to cease all operations, except for the purpose~~ of ~~winding up, if~~ a ~~Business~~premium ~~Combination~~over isprevailing ~~not~~market ~~consummated.~~prices ~~These~~for ~~conditions raise substantial doubt about~~ our ~~ability to continue as a going concern~~securities.

~~Off-Balance~~General ~~Sheet~~Risk ~~Financing Arrangements~~Factors

WeOur ~~have~~warrants noare ~~obligations,~~accounted ~~assets~~for oras liabilities~~, which~~ ~~would~~and bethe ~~considered~~changes ~~off-balance sheet arrangements as of December 31, 2020. We do not participate~~ in ~~transactions~~value ~~that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose~~ of ~~facilitating~~our ~~off-balance~~warrants ~~sheet~~could ~~arrangements. We~~ have ~~not~~a ~~entered~~material ~~into~~effect ~~any~~on ~~off-balance sheet~~our ~~financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-~~financial ~~assets~~results.

~~Contractual~~On ~~Obligations~~April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of our 28,750,000 public warrants and 11,000,000 private placement warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

WeAs doa ~~not~~result, ~~have~~included ~~any~~on ~~long-term~~our ~~debt,~~balance ~~capital lease~~sheet ~~obligations~~as of December 31, ~~operating~~2021 ~~lease~~contained ~~obligations~~elsewhere orin ~~long-term~~this Annual Report are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification 815, ~~other~~Derivatives ~~than~~and anHedging ~~agreement~~(“ASC to815”), ~~pay~~provides anfor ~~affiliate~~the remeasurement of the ~~Sponsor a~~fair ~~monthly~~value ~~fee~~ of ~~$10,000~~such ~~for~~derivatives ~~office~~at ~~space~~each balance sheet date, ~~administrative~~with ~~and~~a ~~support~~resulting ~~services,~~non-cash ~~provided~~gain or loss related to the ~~Company~~change in the fair value being recognized in earnings in the statement of operations. WeAs ~~began~~a ~~incurring~~result ~~these fees~~of onthe ~~October 14~~recurring fair value measurement, ~~2020~~our financial statements and ~~will~~results ~~continue~~of tooperations ~~incur~~may ~~these~~fluctuate ~~fees~~quarterly, ~~monthly~~based ~~until~~on ~~the~~factors, ~~earlier~~which are outside of our control. Due to the ~~completion~~recurring offair avalue ~~Business~~measurement, ~~Combination~~ we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the ~~Company’s~~amount ~~liquidation~~of such gains or losses could be material.

The ~~underwriters~~requirements ~~are~~of ~~entitled~~being to a ~~deferred fee~~public ofcompany ~~$0.35~~may ~~per~~strain ~~unit,~~our orresources ~~$40,250,000~~and inrequire ~~the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete~~ a ~~Business~~substantial ~~Combination,~~amount ~~subject to the terms~~ of ~~the~~management’s ~~underwriting agreement~~attention.

~~The~~We ~~underwriters~~have ~~agreed~~ceased to ~~reimburse~~be ~~us for~~ an ~~amount~~“emerging ~~equal~~growth tocompany” ~~(1) 10%~~as ofdefined in the ~~non-deferred~~Jumpstart ~~underwriting~~Our ~~commission~~Business ~~payable~~Startups Act of 2012 with our transition to ~~the~~large ~~underwriter,~~accelerated filer status as of ~~which~~December $231,~~000,000 was~~ ~~paid~~2021. toAs ~~Connaught~~a ~~(UK)~~large ~~Limited~~accelerated ~~("Connaught")~~filer, ~~upon~~we ~~the~~will ~~closing~~be ofsubject ~~the~~to ~~Initial~~certain ~~Public~~disclosure ~~Offering,~~ and ~~(2) 20%~~compliance ~~of the~~requirements ~~deferred~~that ~~underwriting~~apply ~~commission~~to ~~payable~~other topublic ~~the~~companies ~~underwriter,~~that ofdid ~~which~~not ~~$8,050,000~~previously ~~will~~apply beto ~~paid~~us due to ~~Connaught~~our ~~upon~~status ~~the~~as ~~closing of~~an ~~the~~emerging ~~Business~~growth ~~Combination~~company. These requirements include, but are not limited to:

~~Critical~~● ~~Accounting~~the ~~Policies~~requirement that our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act;

~~The~~● ~~preparation~~compliance ~~of financial statements and related disclosures in conformity~~ with ~~accounting~~any ~~principles~~requirement ~~generally~~that ~~accepted~~may inbe ~~the~~adopted ~~United~~by ~~States of America requires management to make estimates and assumptions that affect~~ the ~~reported~~Public ~~amounts~~Company ofAccounting ~~assets~~Oversight ~~and~~Board ~~liabilities,~~regarding ~~disclosure~~mandatory ofaudit ~~contingent~~firm ~~assets~~rotation ~~and liabilities~~or ata ~~the~~supplement ~~date~~to of the ~~financial~~auditor’s ~~statements,~~report ~~and~~providing ~~income~~additional ~~and~~information ~~expenses~~about ~~during~~ the ~~periods~~audit ~~reported.~~and ~~Actual results could materially differ from those estimates. We have identified~~ the ~~following~~financial ~~critical accounting policies:~~statements;

35● the requirement that we provide full and more detailed disclosures regarding executive compensation; and

~~Class A~~● ~~Ordinary~~the ~~Shares~~requirement ~~Subject to~~that ~~Redemption~~we hold a non-binding advisory vote on executive compensation and obtain shareholder approval of any golden parachute payments not previously approved.

We ~~account~~expect ~~for~~that ~~our~~compliance ~~Class A ordinary shares subject to possible conversion in accordance~~ with the ~~guidance~~additional inrequirements ~~Accounting~~of ~~Standards~~being ~~Codification~~a ~~(“ASC”) Topic~~large ~~480~~accelerated ~~“Distinguishing~~filer ~~Liabilities~~will ~~from~~increase ~~Equity.”~~our ~~Class A~~legal ~~ordinary~~and ~~shares~~financial ~~subject~~compliance tocosts ~~mandatory~~and ~~redemption~~may ~~are classified~~cause asmanagement ~~a liability instrument~~ and ~~are~~other ~~measured~~personnel atto ~~fair~~devote ~~value.~~increased ~~Conditionally~~time ~~redeemable~~and ~~ordinary~~resources ~~shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject~~ to ~~redemption~~public ~~upon~~company ~~the~~reporting ~~occurrence of uncertain events not solely within our control) are classified as temporary equity~~requirements. AtIn ~~all other times~~addition, ~~ordinary~~if ~~shares~~we are ~~classified~~ asnot ~~shareholders’~~able ~~equity. Our Class A ordinary shares feature certain redemption rights that are considered~~ to becomply ~~outside~~with ofchanging ~~our~~requirements ~~control~~in ~~and~~a ~~subject~~timely ~~to occurrence of uncertain future events. Accordingly~~manner, ~~Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of~~ the ~~shareholders’~~market ~~equity~~price ~~section~~ of our ~~balance~~common ~~sheet.~~

~~Net Income (Loss) per Ordinary Share~~38

WeTable apply the two-class method in calculating earnings per share. Net income (loss) per ordinary share, basic and diluted for Class A ordinary shares subject to possible redemption is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, if any, by the weighted average number of shares of Class A ordinary shares subject to possible redemption outstanding for the period. Net income (loss) per ordinary share, basic and diluted for and non-redeemable common stock is calculated by dividing net loss less income attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of shares of non-redeemable ordinary shares outstanding for the period presented.Contents

~~Recent~~stock ~~Accounting~~could ~~Standards~~decline, and we could be subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities, which would require additional financial and management resources.

~~Management~~We ~~does~~have ~~not~~identified ~~believe~~a ~~that~~material ~~any~~weakness ~~other recently~~in ~~issued,~~our ~~but~~internal ~~not~~control ~~yet~~over financial reporting. If we are unable to develop and maintain an effective, ~~accounting~~system ~~standards,~~of ifinternal ~~currently~~control ~~adopted~~over financial reporting, ~~would~~we ~~have~~may anot ~~material~~be ~~effect~~able onto accurately report our financial ~~statements~~ results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

~~Item~~The 7ACompany has identified a material weakness in its internal controls over financial reporting related to the accounting for our complex financial instruments. ~~Quantitative~~In light of the material weakness identified and ~~Qualitative~~the ~~Disclosures~~resulting ~~about~~restatement, ~~Market~~although ~~Risk~~we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

WeA ~~are~~material weakness is a ~~smaller~~deficiency, or a combination of deficiencies, in internal control over financial reporting ~~company~~such asthat ~~defined by~~there ~~Rule 12b-2~~is a reasonable possibility that a material misstatement of ~~the~~our ~~Exchange~~annual ~~Act~~or ~~and~~interim ~~are~~financial statements will not ~~required~~be toprevented, ~~provide~~or ~~the~~detected ~~information~~and ~~otherwise~~corrected ~~required~~on ~~under~~a ~~this~~timely ~~item~~basis.

~~Item~~Effective 8internal controls are necessary for us to provide reliable financial reports and prevent fraud. ~~Financial~~We ~~Statements~~continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and ~~Supplementary~~costly ~~Data~~and there is no assurance that these initiatives will ultimately have the intended effects.

36A material weaknesses could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such a case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting, our securities price may decline and we may face litigation as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

~~SOCIAL~~We ~~CAPITAL~~may ~~HEDOSOPHIA~~face ~~HOLDINGS~~litigation ~~CORP~~and other risks as a result of the material weakness in our internal control over financial reporting. VI

~~INDEX~~As TOa ~~FINANCIAL~~result ~~STATEMENTS~~of the material weakness described above, certain restatements of our prior financials, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatements and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Annual Report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a Business Combination.

Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Changes in Shareholders’ Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7 to F-17

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

~~F-1~~As of December 31, 2021, we had $37,298 in our operating bank accounts and a working capital deficit of $2,696,795. Further, we have incurred, expect to continue to incur, significant costs in pursuit of our acquisition plans. Management’s plans to address this need are discussed under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our initial Business Combination may not be successful. The initial deadline for us to complete our initial business combination is October 14, 2022. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this Annual Report do not include any adjustments that might result from our inability to continue as a going concern.

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~39

ToTable ~~the Shareholders and Board~~ of ~~Directors of Social Capital Hedosophia Holdings Corp. VI~~Contents

~~Opinion~~We are a newly incorporated company with no operating history and no operating revenues, and you have no basis on ~~the~~which ~~Financial~~to ~~Statements~~evaluate our ability to achieve our business objective.

We ~~have~~are ~~audited~~a ~~the accompanying~~newly ~~balance~~incorporated ~~sheet~~company ofincorporated ~~Social~~under ~~Capital Hedosophia Holdings Corp. VI. (~~the ~~“Company”)~~laws as of ~~December 31, 2020~~ the ~~related~~Cayman ~~statements~~Islands ofwith ~~operations,~~no ~~changes~~operating inresults. ~~shareholders’~~Because ~~equity~~we ~~and~~lack ~~cash~~an ~~flows~~operating ~~for the period from July 10~~history, ~~2020~~ ~~(inception)~~you ~~through~~have ~~December 31,~~no ~~2020,~~basis ~~and~~upon ~~the~~which ~~related~~to ~~notes~~evaluate ~~(collectively~~our ~~referred~~ability to asachieve ~~the~~our ~~“financial~~business ~~statements”). In~~objective of completing our ~~opinion,~~initial ~~the~~Business ~~financial~~Combination ~~statements~~with ~~present~~one ~~fairly,~~or inmore ~~all~~target ~~material~~businesses. ~~respects,~~We ~~the~~have ~~financial~~no ~~position~~plans, ofarrangements ~~the~~or ~~Company~~understandings aswith ~~of December 31,~~any ~~2020~~prospective ~~and~~target ~~the~~business ~~results~~concerning ofa ~~its~~Business ~~operations~~Combination and ~~its~~may ~~cash~~be ~~flows~~unable ~~for~~to ~~the~~complete ~~period~~our ~~from~~initial ~~July 10,~~Business ~~2020~~Combination. ~~(inception) through~~If ~~December 31,~~we ~~2020,~~fail into ~~conformity~~complete ~~with~~our ~~accounting~~initial ~~principles~~Business ~~generally~~Combination, ~~accepted~~we inwill ~~the~~never ~~United~~generate ~~States~~any ofoperating ~~America~~revenues.

~~Explanatory~~Past ~~Paragraph~~performance –by ~~Going Concern~~our management team and their respective affiliates may not be indicative of future performance of an investment in the company.

~~The~~Past ~~accompanying~~performance ~~financial statements~~by ~~have~~our ~~been~~management ~~prepared~~team ~~assuming~~and ~~that~~their ~~the~~respective ~~Company~~affiliates, ~~will~~including ~~continue~~IPOA, asIPOB, aIPOC, ~~going~~IPOD, ~~concern.~~IPOE, AsHEGA, ~~discussed~~the inSCS ~~Note~~SPACs, 1Social toCapital ~~the~~and ~~financial statements~~Hedosophia, ~~the~~is ~~Company’s~~not ~~business~~a ~~plan~~guarantee iseither ~~dependent~~(1) onthat ~~the~~we ~~completion~~will ofbe able to identify a ~~business~~suitable ~~combination~~candidate ~~and~~for ~~the~~our ~~Company’s cash~~initial ~~and~~Business ~~working~~Combination ~~capital~~or as(2) of ~~December 31,~~success ~~2020~~with ~~are~~respect ~~not~~to ~~sufficient~~any toBusiness ~~complete~~Combination ~~its~~we ~~planned~~may ~~activities~~consummate. ~~These~~You ~~conditions~~should ~~raise substantial~~not ~~doubt~~rely ~~about~~on the ~~Company’s~~historical ~~ability~~record toof ~~continue~~our asmanagement ateam ~~going~~or ~~concern.~~their ~~Management’s~~affiliates, ~~plans~~including inIPOA, ~~regard~~IPOB, toIPOC, ~~these matters~~IPOD, ~~are~~IPOE, ~~also~~HEGA, ~~described~~the inSCS ~~Note~~SPACs, 1.Social ~~The~~Capital ~~financial~~and ~~statements~~Hedosophia, door ~~not~~any ~~include~~related ~~any~~investment’s ~~adjustments~~performance ~~that~~as ~~might~~indicative ~~result~~of ~~from~~our ~~the~~future ~~outcome~~ performance of ~~this~~an ~~uncertainty~~investment in us or the returns we will, or is likely to, generate going forward.

~~Basis~~Cyber ~~for~~incidents ~~Opinion~~or attacks directed at us could result in information theft, data corruption, operation disruption and/or financial loss.

~~These~~We ~~financial~~depend ~~statements are~~on ~~the~~digital ~~responsibility~~technologies, including information systems, infrastructure and cloud applications and services, including those of ~~the~~third ~~Company’s~~parties ~~management.~~with ~~Our~~which ~~responsibility~~we ismay todeal. ~~express~~Sophisticated anand ~~opinion~~deliberate attacks on, or security breaches in, our systems or infrastructure, or the ~~Company’s~~systems ~~financial statements~~or ~~based~~infrastructure onof third parties or the cloud, could lead to corruption or misappropriation of our ~~audit~~assets, proprietary information and sensitive or confidential data. WeAs ~~are~~an aearly ~~public~~stage ~~accounting~~company ~~firm~~without ~~registered~~significant ~~with~~investments ~~the~~in ~~Public~~data ~~Company~~security ~~Accounting~~protection, ~~Oversight~~we ~~Board~~may ~~(United States)~~not ~~(the~~be ~~“PCAOB”)~~sufficiently ~~and~~protected ~~are~~against ~~required~~such occurrences. We may not have sufficient resources to beadequately ~~independent~~protect ~~with~~against, ~~respect~~or to ~~the~~investigate ~~Company~~and inremediate ~~accordance~~any ~~with~~vulnerability ~~the~~to, Ucyber incidents.S. ~~federal securities~~It ~~laws~~is ~~and~~possible ~~the~~that ~~applicable~~any ~~rules and~~of ~~regulations~~these occurrences, or a combination of ~~the~~them, ~~Securities~~could ~~and~~have ~~Exchange~~adverse ~~Commission~~consequences on our business and ~~the~~lead ~~PCAOB~~to financial loss.

We ~~conducted~~may ~~our~~be ~~audit in~~a ~~accordance~~passive ~~with~~foreign ~~the~~investment ~~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~~company, ~~whether due to error~~ or ~~fraud. The Company is not required to have~~“PFIC,” ~~nor~~which ~~were~~could weresult ~~engaged~~in toadverse ~~perform, an audit of its internal control over financial reporting~~U.S. Asfederal ~~part~~income ~~of our~~tax ~~audit,~~consequences ~~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~~U.S. ~~Accordingly, we express no such opinion~~investors.

~~Our~~If ~~audit~~we ~~included performing~~are ~~procedures~~a toPFIC ~~assess~~for any taxable year (or portion thereof) that is included in the ~~risks~~holding period of ~~material~~a ~~misstatement~~U.S. Holder of ~~the~~our ~~financial~~ordinary ~~statements~~shares or warrants, ~~whether~~the ~~due~~U.S. Holder may be subject to ~~error~~adverse orU.S. ~~fraud, and~~federal ~~performing~~income ~~procedures~~tax ~~that~~consequences ~~respond~~and may be subject to ~~those~~additional ~~risks~~reporting requirements. ~~Such~~Because ~~procedures~~we ~~included~~are ~~examining,~~a onblank acheck ~~test~~company ~~basis~~with no active business, ~~evidence~~it ~~regarding the~~is ~~amounts~~likely ~~and~~we ~~disclosures~~were ina ~~the~~PFIC ~~financial~~for ~~statements.~~the ~~Our~~taxable ~~audit~~year ~~also~~ending ~~included~~on ~~evaluating~~December ~~the~~31, ~~accounting~~2021. ~~principles~~We ~~used~~urge ~~and significant~~U.S. ~~estimates~~Holders ~~made~~to byconsult ~~management,~~their asown ~~well~~tax asadvisors ~~evaluating~~regarding the ~~overall~~possible ~~presentation~~application of the ~~financial~~PFIC ~~statements.~~rules Weto ~~believe that~~holders of our ~~audit~~ordinary ~~provides~~shares aand ~~reasonable basis for our opinion~~warrants.

~~/s/ Marcum~~Item 1.B.Unresolved ~~LLP~~Staff Comments.

~~Marcum LLP~~None.

WeItem ~~have served as the Company’s auditor since 2020~~2.Properties.

~~New~~We ~~York~~currently maintain our executive offices at 506 Santa Cruz Avenue, NYSuite 300, Menlo Park, CA 94025. The cost for this space is included in the $10,000 per month fee that we will pay an affiliate of our Sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.

~~March 29,~~Item ~~2021~~3.Legal Proceedings.

~~F-2~~We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

~~SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. VI~~40

~~BALANCE~~Table ~~SHEET~~of Contents

~~DECEMBER~~Item ~~31,~~4.Mine ~~2020~~Safety Disclosures.

ASSETS
Current Assets
Cash	$	366,309
Prepaid expenses		876,165
Total Current Assets		1,242,474
Marketable securities held in Trust Account		1,150,024,578
Total Assets	$	1,151,267,052
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	188,583
Advance from related party		5,000
Total Current Liabilities		193,583
Deferred underwriting fee payable		40,250,000
Total Liabilities		40,443,583
Commitments and Contingencies (see Note 6)
Class A ordinary shares subject to possible redemption, 110,579,983 shares at redemption value		1,105,823,463
Shareholders’ Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 4,420,017 shares issued and outstanding (excluding 110,579,983 shares subject to possible redemption)		442
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 28,750,000 shares issued and outstanding		2,875
Additional paid-in capital		5,382,073
Accumulated deficit		(385,384	)
Total Shareholders’ Equity		5,000,006
Total Liabilities and Shareholders’ Equity	$	1,151,267,052

Not applicable.

~~The accompanying notes are an integral part of these financial statements.~~

~~F-3~~41

~~SOCIAL~~Table ~~CAPITAL~~of ~~HEDOSOPHIA HOLDINGS CORP. VI~~Contents

~~STATEMENT OF OPERATIONS~~PART II.

Formation and operational costs	$	409,962
Loss from operations		(409,962	)
Other income:
Interest earned on marketable securities held in Trust Account		24,578
Net loss	$	(385,384	)
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		110,620,385
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		28,644,310
Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(0.01	)

Market Information

~~The~~Our ~~accompanying~~Units, ~~notes~~Class ~~are~~A anordinary ~~integral part~~shares ofand ~~these~~redeemable ~~financial~~warrants ~~statements~~trade on the New York Stock Exchange under the symbols “IPOF.U “IPOF” and “IPOF WS,” respectively.

~~F-4~~Holders

~~SOCIAL~~As ~~CAPITAL~~of ~~HEDOSOPHIA~~February ~~HOLDINGS~~25, ~~CORP~~2022, there was one holder of record of our Units, one holder of record of our separately traded Class A ordinary shares, and two holders of record of our warrants. VI

~~STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY~~Dividends

~~FOR~~We ~~THE~~have ~~PERIOD~~not ~~FROM~~paid ~~JULY~~any ~~10,~~cash ~~2020~~dividends ~~(INCEPTION) THROUGH~~on ~~DECEMBER~~our 31ordinary 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, ~~2020~~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.

	Class A Ordinary Shares						Class B Ordinary Shares				Additional Paid-in			Accumulated			Total Shareholders’
	Shares			Amount			Shares		Amount		Capital			Deficit			Equity
Balance – July 10, 2020 (inception)		—		$	—			—	$	—	$	—		$	—		$	—
Issuance of Class B ordinary shares to Sponsor		—			—			28,750,000		2,875		22,125			—			25,000
Sale of 115,000,000 Units, net of underwriting discounts and offering costs		115,000,000			11,500			—		—		1,089,172,353			—			1,089,183,853
Sale of 11,000,000 Private Placement Warrants		—			—			—		—		22,000,000			—			22,000,000
Class A ordinary shares subject to possible redemption		(110,579,983	)		(11,058	)		—		—		(1,105,812,405	)		—			(1,105,823,463	)
Net loss		—			—			—		—		—			(385,384	)		(385,384	)
Balance – December 31, 2020		4,420,017		$	442			28,750,000	$	2,875	$	5,382,073		$	(385,384	)	$	5,000,006

Securities Authorized for Issuance Under Equity Compensation Plans

~~The~~We ~~accompanying~~have ~~notes~~no ~~are~~securities anauthorized ~~integral part~~for ofissuance ~~these~~under ~~financial~~equity ~~statements~~compensation plans.

~~F-5~~42

~~SOCIAL~~Table ~~CAPITAL~~of ~~HEDOSOPHIA HOLDINGS CORP. VI~~Contents

~~STATEMENT~~Performance ~~OF CASH FLOWS~~Graph

~~FOR~~The ~~THE~~graph ~~PERIOD~~below ~~FROM~~compares ~~JULY~~the 10cumulative total return for our Class A ordinary shares from November 30, 2020 (~~INCEPTION~~the first day on which our Class A ordinary shares began trading separately) ~~THROUGH~~ ~~DECEMBER~~through December 31, 2021 with the comparable cumulative return of the S&P 500 Index and the S&P U.S. SPAC Index The graph assumes $100 invested on November 30, 2020 in each of our Class A ordinary shares and the two indices presented. The share price performance included in the below graph is not necessarily indicative of future share performance.

Cash Flows from Operating Activities:
Net loss	$	(385,384	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(24,578	)
Changes in operating assets and liabilities:
Prepaid expenses		(876,165	)
Accrued expenses		188,583
Net cash used in operating activities		(1,097,544	)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(1,150,000,000	)
Net cash used in investing activities		(1,150,000,000	)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to Sponsor		25,000
Proceeds from sale of Units, net of underwriting discounts paid		1,130,000,000
Proceeds from sale of Private Placement Warrants		22,000,000
Advances from related party		5,000
Proceeds from promissory note – related party		500,000
Repayment of promissory note – related party		(500,000	)
Payment of offering costs		(566,147	)
Net cash provided by financing activities		1,151,463,853
Net Change in Cash		366,309
Cash – Beginning		—
Cash – Ending	$	366,309
Non-Cash Investing and Financing Activities:
Initial classification of Class A ordinary shares subject to possible redemption	$	1,106,203,850
Change in value of Class A ordinary shares subject to possible redemption	$	(380,387	)
Deferred underwriting fee payable	$	40,250,000

~~The accompanying notes are an integral part of these financial statements.~~

~~SOCIAL~~Recent ~~CAPITAL~~Sales ~~HEDOSOPHIA~~of ~~HOLDINGS~~Unregistered ~~CORP. VI~~Securities; Use of Proceeds from Registered Offerings

~~NOTES~~On TOOctober ~~FINANCIAL~~14, ~~STATEMENTS~~2020, we consummated our Initial Public Offering of 115,000,000 Units, inclusive of 15,000,000 Units sold to the underwriters upon the election to fully exercise their over-allotment option, at a price of $10.00 per Unit, generating total gross proceeds of $1,150,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share, and one-fourth of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share Ordinary Share for $11.50 per share, subject to adjustment. Credit Suisse acted as the sole book-running manager. The securities sold in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-248917). The registration statement became effective on October 8, 2020.

~~DECEMBER~~Simultaneously 31with the consummation of the Initial Public Offering, ~~2020~~and the exercise of the over-allotment option in full and the sale of the private placement warrants, we consummated a private placement of 11,000,000 private placement warrants to our Sponsor at a price of $2.00 per private placement warrants, generating total proceeds of $22,000,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

~~NOTE~~The private placement warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by us (except in certain redemption scenarios when the price per Class A ordinary share equals or exceeds $10.00 ~~DESCRIPTION~~(as OFadjusted)); ~~ORGANIZATION AND~~(2) they ~~BUSINESS~~(including ~~OPERATIONS~~the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of our Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.

Social Capital Hedosophia Holdings Corp. VI (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 10, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus on businesses operating in the technology industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.43

AsTable of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 10, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.Contents

~~The registration~~Of ~~statement for~~ the ~~Company’s~~gross ~~Initial~~proceeds ~~Public~~received ~~Offering~~from ~~became effective on October 8, 2020. On October 14, 2020,~~ the ~~Company consummated the~~ Initial Public Offering ~~of 115,000,000 units (the “Units”~~ and, ~~with respect to~~ the ~~Class A~~ ~~ordinary shares included in the Units sold, the “Public Shares”), which includes the~~ full exercise by ~~the underwriters~~ of the ~~over-allotment~~ option to purchase an additional ~~15,000,000~~ Units, at $~~10.00 per Unit, generating gross proceeds of $~~1,150,000,000 ~~which~~was isplaced ~~described~~ in ~~Note~~the 3Trust Account.

~~Simultaneously with~~We ~~the~~paid ~~closing~~a oftotal ~~the Initial Public Offering, the Company consummated the sale~~ of 11$20,000,000 ~~warrants~~in ~~(the~~underwriting ~~“Private~~discounts ~~Placement Warrants”)~~and atcommissions aand ~~price of~~ $~~2.00~~566,147 ~~per~~for ~~Private~~other ~~Placement~~costs ~~Warrant~~and inexpenses arelated ~~private placement~~ to the ~~Company’s~~Initial ~~sponsor, SCH~~Public ~~Sponsor~~Offering. VIIn ~~LLC~~addition, ~~a Cayman Islands limited liability company (~~the ~~“Sponsor”),~~underwriters ~~generating gross~~agreed ~~proceeds~~to ofdefer $2240,~~000~~250,000, ~~which~~in isunderwriting ~~described~~discounts inand ~~Note 4~~commissions.

~~Transaction costs~~For ~~amounted~~a todescription ~~$60,816,147,~~of ~~consisting~~the use of ~~$20,000,000~~the ofproceeds ~~underwriting~~generated ~~fees,~~in ~~$40~~our Initial Public Offering,~~250,000~~ ofsee ~~deferred~~“Item 7. ~~underwriting~~Management’s ~~fees~~Discussion and ~~$566,147~~ Analysis of ~~other~~Financial ~~offering~~Condition ~~costs~~and Results of Operations”.

~~In connection~~Purchases ~~with the closing~~ of ~~the~~equity Initial Public Offering on October 14, 2020, an amount of $1,150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and 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 certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the ~~Company,~~issuer ~~until the earlier of: (i) the completion of a Business Combination~~ and ~~(ii) the~~affiliated ~~distribution of the funds in the Trust Account to the Company’s shareholders, as described below.~~purchasers

The Company~~’s management~~ has ~~broad~~not ~~discretion~~made with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The New York Stock Exchange rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any ~~deferred underwriting~~repurchases ~~discount). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more~~ of ~~the~~its ~~issued~~equity ~~and outstanding voting~~ securities ~~of the target or otherwise acquires a controlling interest~~ in the ~~target~~time ~~business~~period ~~sufficient~~covered ~~for~~by itthis ~~not~~Annual ~~to be required to register as an investment company under the Investment Company Act~~Report. ~~There is no assurance that the Company will be able to successfully effect a Business Combination.~~

~~F-7~~Item 6.[Reserved].

~~SOCIAL~~Item ~~CAPITAL HEDOSOPHIA~~7.Management’s ~~HOLDINGS~~Discussion ~~CORP.~~and VIAnalysis of Financial Condition and Results of Operations.

~~NOTES~~References TOto ~~FINANCIAL~~the ~~STATEMENTS~~“Company,” “us,” “our” or “we” refer to Social Capital Hedosophia Holdings Corp. VI. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein.

~~DECEMBER~~The 31following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, ~~2020~~including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to the Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.Overview

~~The~~We ~~Company~~are ~~will proceed with~~ a ~~Business~~blank ~~Combination~~check ~~only~~company ifincorporated ~~the~~in ~~Company has net tangible assets, after payment of~~ the ~~deferred underwriting commission, of at least $5,000,001 following any related share redemptions and, if the Company seeks shareholder approval, it receives an ordinary resolution under~~ Cayman Islands ~~law~~on ~~approving~~July ~~a Business Combination~~10, ~~which~~2020 ~~requires~~formed ~~the~~for ~~affirmative vote of a majority of~~ the ~~shareholders~~ ~~who~~purpose ~~attend and vote at a general meeting~~ of ~~the~~effecting ~~Company. If~~ a ~~shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons~~merger, ~~the~~share ~~Company will~~exchange, ~~pursuant~~asset ~~to its Amended and Restated Memorandum and Articles of Association~~acquisition, ~~conduct~~share ~~the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”)~~purchase, ~~and~~reorganization ~~file~~or ~~tender~~similar ~~offer~~Business ~~documents~~Combination ~~containing~~with ~~substantially~~one ~~the~~or ~~same~~more ~~information~~businesses. asWe ~~would~~intend ~~be included in a proxy statement with the SEC prior~~ to ~~completing~~effectuate aour Business Combination. Ifusing ~~the~~cash ~~Company~~derived ~~seeks~~from ~~shareholder approval in connection with a Business Combination,~~ the ~~Company’s~~proceeds ~~Sponsor~~of ~~has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after~~ the Initial Public Offering ~~in favor of approving a Business Combination~~ and tothe ~~waive~~sale ~~its~~of ~~redemption rights~~the ~~with~~private ~~respect~~placement towarrants, ~~any~~our ~~such~~ shares, indebt ~~connection with a shareholder vote to approve a Business Combination~~ or ~~seek to sell any shares to the Company in~~ a ~~tender~~combination ~~offer~~of ~~in connection with a Business Combination. Additionally~~cash, ~~subject~~shares ~~to the immediately succeeding paragraph, each Public Shareholder may elect to redeem their Public Shares, without voting,~~ and ~~if they do vote, irrespective of whether they vote for or against a proposed Business Combination~~debt.

~~Notwithstanding~~We ~~the foregoing,~~expect ifto ~~the~~continue ~~Company~~to ~~seeks~~incur ~~shareholder~~significant ~~approval~~costs ofin the ~~Business~~pursuit ~~Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate~~ of ~~such~~our ~~shareholder~~acquisition orplans. ~~any~~We ~~other~~cannot ~~person~~assure ~~with~~you ~~whom such~~that ~~shareholder~~our isplans ~~acting~~to incomplete ~~concert or as~~ a ~~“group”~~Business ~~(as~~Combination ~~defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)),~~ will be ~~restricted from redeeming its shares with respect to more than 15% of the Public Shares without the Company’s prior written consent~~successful.

~~The~~Results ~~Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion~~ of a Business Combination (and not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with its initial Business Combination) and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.Operations

~~The~~We ~~Company will~~ have ~~until~~ ~~October 14,~~neither ~~2022~~engaged toin ~~consummate~~any aoperations ~~Business~~nor ~~Combination.~~generated ~~However,~~any ifoperating ~~the~~revenues ~~Company has not completed a Business Combination by October 14, 2022 (as such period may be extended pursuant~~ to ~~the~~date. ~~Company’s~~Our ~~Amended~~only ~~and~~activities ~~Restated~~from ~~Memorandum~~July ~~and Articles of Association~~10, ~~the~~2020 ~~“Combination Period”), the Company will~~ (iinception) ~~cease~~ ~~all~~through ~~operations~~December ~~except for the purpose of winding up~~31, ~~(ii) as~~2021 ~~promptly~~were asorganizational ~~reasonably possible but not more than ten business days thereafter~~activities, ~~redeem~~those ~~the~~necessary ~~Public Shares, at a per-share price, payable in cash, equal~~ to ~~the~~prepare ~~aggregate~~for ~~amount then on deposit in~~ the ~~Trust~~Initial ~~Account~~Public Offering, ~~including~~described ~~interest (which interest shall be net of taxes payable~~below, and ~~less up to $100~~,~~000~~ ofsubsequent ~~interest~~ to ~~pay dissolution expenses) divided by~~ the ~~number of~~Initial ~~then outstanding~~ Public ~~Shares~~Offering, ~~which~~identifying ~~redemption~~a ~~will~~target ~~completely~~company ~~extinguish~~for ~~the~~a ~~rights~~Business ofCombination. ~~the~~We ~~Public~~do ~~Shareholders~~not asexpect ~~shareholders (including the right~~ to ~~receive~~generate ~~further liquidation distributions, if~~ any), ~~and~~operating ~~(iii) as~~revenues ~~promptly~~until asafter ~~reasonably possible following such redemption, subject to~~ the ~~approval~~completion of ~~the~~our ~~Company’s~~Business ~~remaining~~Combination. ~~Public~~We ~~Shareholders~~generate ~~and~~non-operating ~~its~~income ~~Board of Directors, liquidate and dissolve, subject~~ in ~~each case to~~ the ~~Company’s~~form ~~obligations~~of ~~under~~interest ~~Cayman~~income ~~Islands~~on ~~law~~marketable tosecurities ~~provide~~held ~~for~~in ~~claims of creditors and~~ the ~~requirements~~Trust ~~of other applicable law~~Account. InWe ~~the~~incur ~~event~~expenses ofas a ~~liquidation,~~result ~~the~~of ~~Public~~being ~~Shareholders~~a ~~will~~public becompany ~~entitled~~(for tolegal, ~~receive a~~financial ~~full~~reporting, ~~pro rata~~accounting ~~interest~~and inauditing ~~the~~compliance), ~~Trust~~as ~~Account.~~well ~~There~~as ~~will~~for bedue nodiligence ~~redemption~~expenses ~~rights~~in orconnection ~~liquidating distributions~~ with ~~respect to~~searching ~~the~~for, ~~Company’s~~and ~~warrants~~completing, ~~which will expire worthless if the Company fails to complete~~ a Business Combination ~~within the Combination Period~~.

~~F-8~~For the year ended December 31, 2021, we had net income of $48,496,833, which consists of the change in fair value of warrant liabilities of $52,127,500 and interest income on marketable securities held in the Trust Account of $115,019, offset by general and administrative expenses of $3,745,686.

~~SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. VI~~44

~~NOTES~~Table TOof ~~FINANCIAL STATEMENTS~~Contents

~~DECEMBER~~For the period from July 10, 2020 (inception) through December 31, 2020, we had a net loss of $74,118,124, which consists of operating and formation costs of $409,962, the change in fair value of warrant liabilities of $71,485,750, and transaction costs of $2,246,990, offset by interest income on marketable securities held in the Trust Account of $24,578.

InLiquidity ~~order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company, if~~ and toCapital the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.Resources

~~Risks~~On ~~and~~October ~~Uncertainties~~14, 2020, we consummated the Initial Public Offering of 115,000,000 Units, inclusive of the underwriters’ election to fully exercise their option to purchase an additional 15,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $1,150,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 11,000,000 private placement warrants to the Sponsor at a price of $2.00 per private placement warrant generating gross proceeds of $22,000,000.

~~Management~~Following ~~continues to~~the ~~evaluate~~Initial Public Offering, the ~~impact~~exercise of the ~~COVID~~over-19allotment ~~pandemic~~option in full and ~~has~~the ~~concluded~~sale ~~that~~of ~~while~~the itprivate isplacement ~~reasonably~~warrants, ~~possible~~a ~~that~~total of $1,150,000,000 was placed in the ~~virus~~Trust ~~could~~Account ~~have a~~and ~~negative~~we ~~effect~~had on$1,584,406 ~~the~~of ~~Company’s~~cash ~~financial~~held ~~position~~outside of the Trust Account, ~~results~~after payment of ~~its~~costs ~~operations~~related to the Initial Public Offering, and~~/or~~ ~~search~~available for aworking ~~target~~capital ~~company~~purposes. We incurred $60,816,147 ~~the specific~~in ~~impact~~transaction iscosts, ~~not~~including ~~readily~~$20,000,000 ~~determinable~~of asunderwriting fees, $40,250,000 of ~~the~~deferred ~~date~~underwriting fees and $566,147 of ~~these~~other ~~financial~~offering ~~statements~~costs. ~~The~~Of ~~financial~~the ~~statements~~total dotransaction ~~not~~costs ~~include any~~incurred, ~~adjustments~~$2,246,990 ~~that~~was ~~might~~recognized ~~result~~as ~~from~~an expense in the ~~outcome~~statements of operations as this ~~uncertainty~~amount related to the warrants recognized as liabilities.

~~Liquidity~~For the year ended December 31, 2021, net cash used in operating activities was $1,136,511, consisting of net income of $48,496,833 was affected by a change in fair value of warrant liabilities of $52,127,500, and ~~Going~~interest ~~Concern~~earned on marketable securities held in the Trust Account of $115,019. Changes in operating assets and liabilities provided $2,609,175 of cash from operating activities.

AsFor ofthe period from July 10, 2020 (inception) through December 31, 2020, ~~the~~net ~~Company~~cash ~~had~~used ~~$366,309~~ in ~~its~~ operating ~~bank~~activities ~~accounts,~~was $1,~~150~~097,~~024,578~~544. inNet ~~securities~~loss ~~held~~of in$74,118,124 ~~the~~was ~~Trust~~affected ~~Account~~by tointerest beearned ~~used for~~on amarketable ~~Business~~securities ~~Combination~~held orin tothe ~~repurchase~~Trust orAccount ~~redeem~~of ~~its~~$24,578, ~~ordinary~~change ~~shares~~ in ~~connection~~fair ~~therewith~~value ~~and~~of ~~working~~warrant ~~capital~~liabilities of $171,~~048~~485,~~891. As~~750, ofand ~~December 31,~~transaction ~~2020,~~costs ~~approximately~~allocated ~~$24,600~~to ofwarrant ~~the~~liabilities ~~amount~~of on$2,246,990. ~~deposit~~Changes in ~~the~~operating ~~Trust~~assets ~~Account~~and ~~represented~~liabilities ~~interest~~used ~~income~~$687, ~~which~~582 isof ~~available~~cash tofrom ~~pay~~operating ~~the Company’s tax obligations~~activities.

~~Until~~At December 31, 2021, we had investments held in the ~~consummation~~ Trust Account of a$1,150,139,597 ~~Business~~(including ~~Combination~~approximately $140,000 ~~the~~of ~~Company~~interest ~~will~~income) beconsisting ~~using~~of ~~the~~money market funds ~~not~~which are invested in U.S. Treasury Securities. We intend to use substantially all of the funds held in the Trust Account, ~~for~~including ~~identifying~~any ~~and~~amounts ~~evaluating~~representing ~~prospective acquisition~~interest ~~candidates~~earned on the Trust Account, ~~performing~~excluding ~~due~~deferred ~~diligence~~underwriting oncommissions, ~~prospective~~to ~~target~~complete ~~businesses~~our Business Combination. We may withdraw interest from the Trust Account to pay taxes, ~~paying~~if ~~for~~any. ~~travel~~To ~~expenditures~~the extent that our share capital or debt is used, ~~selecting~~in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business toor ~~acquire~~businesses, ~~and~~make ~~structuring,~~other ~~negotiating~~acquisitions and ~~consummating~~pursue ~~the~~our ~~Business~~growth ~~Combination~~strategies.

~~The~~At ~~Company~~December ~~will need to raise additional capital through loans or additional investments from its Sponsor~~31, ~~shareholders~~2021, ~~officers,~~we ~~directors,~~had orcash ~~third~~of ~~parties. The Company’s officers~~$37,298 ~~directors and~~held ~~Sponsor~~outside ~~may,~~of ~~but are not obligated to, loan~~ the ~~Company~~Trust ~~funds,~~Account. ~~from~~We ~~time~~intend to ~~time~~use ~~or at any time, in whatever amount they deem reasonable in their sole discretion, to meet~~ the ~~Company’s~~funds ~~working~~held ~~capital~~outside ~~needs. Accordingly,~~ the ~~Company~~Trust ~~may~~Account ~~not~~primarily ~~be able~~ to ~~obtain~~identify ~~additional financing.~~and Ifevaluate ~~the~~target ~~Company is unable to raise additional capital~~businesses, itperform ~~may~~business bedue ~~required~~diligence toon ~~take~~prospective ~~additional~~target ~~measures to conserve liquidity~~businesses, ~~which~~ ~~could~~travel ~~include, but not necessarily be limited~~ to, ~~curtailing operations, suspending the pursuit of a potential transaction,~~ and ~~reducing~~ ~~overhead~~from ~~expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about~~ the ~~Company’s ability to continue as a going concern for a reasonable period of time~~offices, ~~which~~plants isor ~~considered~~similar tolocations ~~be one year from the issuance date~~ of ~~the~~prospective ~~financial~~target ~~statements.~~businesses ~~These~~or ~~financial~~their ~~statements~~representatives door ~~not include~~owners, ~~any~~review ~~adjustments~~corporate ~~relating~~documents toand ~~the~~material ~~recovery~~agreements of ~~the~~prospective ~~recorded~~target ~~assets~~businesses, orstructure, ~~the~~negotiate ~~classification~~and ofcomplete ~~the liabilities that might be necessary should the Company be unable to continue as~~ a ~~going~~Business ~~concern~~Combination.

FOn September 30, 2021, we issued a promissory note to the Sponsor for an aggregate amount of up to $2,500,000 (the “Promissory Note”). The Promissory Note is non-9interest bearing and is due and payable in full on the earlier of (i) October 14, 2022 and (ii) the effective date of a Business Combination. As of December 31, 2021, there was $812,500 outstanding under the Promissory Note.

~~SOCIAL~~In ~~CAPITAL~~order ~~HEDOSOPHIA~~to ~~HOLDINGS~~fund ~~CORP~~working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to (other than pursuant to the Promissory Note), loan us additional funds as may be required. VI If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a 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.

~~NOTES TO FINANCIAL STATEMENTS~~45

~~DECEMBER~~Table ~~31,~~of ~~2020~~Contents

~~NOTE~~Liquidity 2.and ~~SUMMARY~~Going ~~OF SIGNIFICANT ACCOUNTING POLICIES~~Concern

~~Basis~~We may need to raise additional capital through loans or additional investments from our Sponsor, or an affiliate of ~~Presentation~~our Sponsor, shareholders, officers or directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to (other than pursuant to the Promissory Note), loan us additional funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain such additional financing. If we are unable to raise such additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The~~Off-Balance ~~accompanying~~Sheet ~~financial statements~~Financing ~~are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.~~Arrangements

~~Emerging~~We ~~Growth~~have ~~Company~~no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~The~~Contractual Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.Obligations

~~Further,~~We ~~Section 102(b)(1) of the~~do ~~JOBS~~not ~~Act~~have ~~exempts~~any ~~emerging~~long-term ~~growth~~debt, ~~companies~~capital ~~from~~lease ~~being~~obligations, ~~required~~operating tolease ~~comply~~obligations ~~with new~~ or ~~revised~~long-term ~~financial accounting standards until private companies (that is~~liabilities, ~~those~~other ~~that~~than ~~have~~an ~~not~~agreement ~~had~~to apay ~~Securities~~an ~~Act~~affiliate ~~registration statement declared effective or do not have a class~~ of ~~securities registered under~~ the ~~Exchange~~Sponsor ~~Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that~~ a ~~company~~monthly ~~can~~fee ~~elect to opt out~~ of ~~the~~$10,000 ~~extended~~for ~~transition~~office ~~period~~space, administrative and ~~comply~~support ~~with~~services, ~~the~~provided ~~requirements that apply~~ to ~~non-emerging~~the ~~growth companies but any such election to opt out is irrevocable~~Company. ~~The~~We ~~Company~~began ~~has~~incurring ~~elected~~these ~~not~~fees toon ~~opt out~~October of14, ~~such~~2020 ~~extended transition period which means that when a standard is issued or revised~~ and itwill ~~has~~continue ~~different~~to ~~application~~incur ~~dates for~~these ~~public~~fees ormonthly ~~private~~until ~~companies,~~ the ~~Company,~~earlier asof ~~an emerging growth company, can adopt~~ the ~~new~~completion orof ~~revised~~a ~~standard~~Business atCombination ~~the~~and ~~time private companies adopt~~ the ~~new or revised standard. This may make comparison of the~~ Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards usedliquidation.

~~Use~~The underwriters are entitled to a deferred fee of ~~Estimates~~$0.35 per unit, or $40,250,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

The ~~preparation~~underwriters ofagreed ~~the~~to ~~financial~~reimburse ~~statements in~~us ~~conformity~~for ~~with~~an ~~GAAP~~amount ~~requires~~equal to (1) 10% of the ~~Company’s~~non-deferred ~~management~~underwriting commission payable to ~~make~~the ~~estimates~~underwriter, ~~and~~of ~~assumptions~~which ~~that~~$2,000,000 ~~affect~~was paid to Connaught (UK) Limited (“Connaught”) upon the ~~reported~~closing ~~amounts~~ of ~~assets~~the ~~and~~Initial ~~liabilities~~Public Offering, and ~~disclosure~~(2) 20% of ~~contingent~~the ~~assets~~deferred ~~and~~underwriting ~~liabilities~~commission atpayable to the ~~date~~underwriter, of ~~the~~which ~~financial~~$8,050,000 ~~statements~~will ~~and~~be ~~the~~paid ~~reported amounts~~to ofConnaught ~~revenues~~upon ~~and~~the ~~expenses~~closing ~~during~~of the ~~reporting~~Business ~~period~~Combination.

~~Making~~Critical ~~estimates~~Accounting requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.Policies

~~Cash~~The preparation of financial statements and ~~Cash~~related ~~Equivalents~~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 identified the following critical accounting policies:

~~The~~Warrant Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.Liabilities

~~Marketable~~We ~~Securities~~account ~~Held~~for the warrants issued in ~~Trust Account~~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 inception and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statements of operations in the period of change.

~~At December 31, 2020, substantially all of the assets held in in a money market fund that invests primarily in U.S. Treasury securities.~~46

~~F-10~~Table of Contents

~~SOCIAL~~Class A ~~CAPITAL~~Ordinary ~~HEDOSOPHIA~~Shares ~~HOLDINGS~~Subject ~~CORP. VI~~to Redemption

~~NOTES~~We TOaccount ~~FINANCIAL~~for ~~STATEMENTS~~our Class A ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheets.

~~DECEMBER~~We 31recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, ~~2020~~the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

~~Class A~~Net ~~Ordinary~~Income ~~Shares~~(Loss) ~~Subject to~~per ~~Possible~~Ordinary ~~Redemption~~Share

~~The~~Net ~~Company~~income ~~accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification~~ (~~“ASC”~~loss) ~~Topic~~per ~~480 “Distinguishing Liabilities from Equity.” Class A~~ ordinary ~~shares~~share ~~subject~~is tocomputed ~~mandatory redemption~~by ~~are~~dividing ~~classified~~net asloss aby ~~liability~~the ~~instrument~~weighted ~~and~~average ~~are~~number ~~measured~~of ~~at fair value. Conditionally redeemable~~ ordinary shares ~~(including ordinary~~outstanding ~~shares~~during ~~that feature redemption rights that are either within~~ the ~~control~~period. ofWe ~~the~~apply ~~holder or subject to redemption upon~~ the ~~occurrence~~ oftwo-class ~~uncertain~~method ~~events~~in ~~not~~calculating ~~solely~~net ~~within~~income ~~the Company’s control~~(loss) ~~are~~per ~~classified as temporary equity. At all other times,~~ ordinary ~~shares are classified as shareholders’ equity~~share. ~~The~~Accretion ~~Company’s~~associated ~~Class A~~with ~~ordinary shares feature certain redemption rights that are considered to be outside of~~ the ~~Company’s~~redeemable ~~control and subject to occurrence of uncertain future events. Accordingly,~~ Class A ordinary shares ~~subject~~is toexcluded ~~possible~~from ~~redemption~~net ~~are~~income ~~presented~~(loss) atper ~~redemption~~ordinary ~~value~~share as ~~temporary equity, outside of~~ the ~~shareholders’~~redemption ~~equity~~value ~~section~~approximates offair ~~the Company’s balance sheet~~value.

~~Income~~Recent ~~Taxes~~Accounting Standards

~~The~~In ~~Company~~August ~~accounts for~~2020, ~~income~~the ~~taxes~~FASB ~~under~~issued ~~ASC~~ASU ~~740~~No. 2020-06, “~~Income~~Debt—Debt ~~Taxes~~with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“~~ASC~~ASU ~~740~~2020-06”)., ~~ASC~~which ~~740~~simplifies ~~requires~~accounting ~~the~~for ~~recognition~~convertible ofinstruments ~~deferred tax~~by ~~assets~~removing ~~and~~major ~~liabilities~~separation ~~for~~models ~~both~~required ~~the~~under ~~expected~~current ~~impact~~GAAP. ofASU ~~differences~~2020-06 ~~between~~removes ~~the~~certain ~~financial~~settlement ~~statement~~conditions ~~and~~that ~~tax~~are ~~basis~~required offor ~~assets and~~equity ~~liabilities~~contracts ~~and~~to qualify for the ~~expected~~derivative ~~future~~scope ~~tax~~exception ~~benefit~~and toit bealso ~~derived~~simplifies ~~from~~the ~~tax~~diluted ~~loss~~earnings ~~and~~per ~~tax~~share ~~credit~~calculation ~~carry~~in ~~forwards~~certain areas. ~~ASC~~ASU ~~740~~2020-06 ~~additionally requires~~is aeffective ~~valuation~~for ~~allowance~~fiscal toyears bebeginning ~~established~~after ~~when~~December it15, is2023, ~~more~~including ~~likely~~interim ~~than~~periods ~~not~~within ~~that~~those ~~all~~fiscal oryears, awith ~~portion~~early adoption permitted. We adopted ASU 2020-06 effective as of ~~deferred~~January ~~tax~~1, ~~assets~~2021. ~~will~~ The adoption of ASU 2020-06 did not behave ~~realized~~an impact on our financial statements.

~~ASC~~Management ~~740~~does ~~also~~not ~~clarifies the~~believe ~~accounting~~that ~~for~~any ~~uncertainty~~other inrecently income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognizedissued, abut ~~tax position must be more-likely-than-~~not toyet beeffective, ~~sustained~~accounting upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31standards, ~~2020. The~~if ~~Company is~~ currently ~~not aware of any issues under review that could result in significant payments~~adopted, ~~accruals~~would orhave a material ~~deviation from~~effect ~~its~~on ~~position.~~our ~~The~~financial ~~Company is subject to income tax examinations by major taxing authorities since inception~~statements.

~~The~~Item 7A.Quantitative ~~Company is considered an exempted Cayman Islands Company~~ and isQualitative ~~presently~~Disclosures ~~not~~about ~~subject~~Market ~~to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.~~Risk

OnAs ~~March 27, 2020,~~of ~~President~~December ~~Trump signed the Coronavirus Aid~~31, ~~Relief~~2021, ~~and~~we ~~Economic~~were ~~Security~~not ~~“CARES”~~subject ~~Act~~to ~~into~~any ~~law.~~market ~~The~~or ~~CARES~~interest ~~Act includes~~rate ~~several~~risk. ~~significant~~Following ~~business~~the ~~tax~~consummation ~~provisions~~of ~~that,~~our ~~among~~Initial ~~other~~Public ~~things~~Offering, ~~would eliminate~~ the ~~taxable income limit for certain~~ net ~~operating~~proceeds ~~losses~~of ~~(“NOLs”)~~our ~~and~~Initial ~~allow~~Public ~~businesses~~Offering, toincluding ~~carry~~amounts ~~back~~in ~~NOLs~~the ~~arising~~Trust ~~in 2018~~Account, ~~2019~~have ~~and~~been ~~2020~~invested toin ~~the~~certain ~~five~~U.S. ~~prior years,~~government ~~suspend~~securities ~~the~~with ~~excess~~a ~~business~~maturity ~~loss rules, accelerate refunds~~ of ~~previously~~185 ~~generated~~days ~~corporate~~or ~~alternative~~less ~~minimum~~or ~~tax~~in ~~credits, generally~~certain ~~loosen~~money ~~the~~market ~~business~~funds ~~interest~~that ~~limitation~~invest ~~under~~solely ~~IRC~~in ~~section~~U.S. ~~163(j) from~~treasuries. 30Due ~~percent~~ to ~~50 percent among other technical corrections included in~~ the ~~Tax~~short-term ~~Cuts~~nature ~~and~~of ~~Jobs~~these ~~Act~~investments, ~~tax~~we ~~provisions. The Company does not~~ believe ~~that~~there ~~the CARES Act~~ will ~~have~~be ano ~~significant impact~~associated onmaterial ~~Company's~~exposure ~~financial~~to ~~position~~interest orrate ~~statement of operations~~risk.

~~Net~~Item 8.Financial ~~Income~~Statements ~~(Loss)~~and ~~Per~~Supplementary ~~Share~~Data

The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance.47

~~Net~~Table income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to ordinary shares subject to possible redemption, by the weighted average number of ~~non-redeemable ordinary shares outstanding for the period.~~ Contents

~~F-11~~SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. VI

~~SOCIAL~~INDEX ~~CAPITAL~~TO ~~HEDOSOPHIA~~FINANCIAL ~~HOLDINGS CORP. VI~~STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting	F-3
Financial Statements:
Balance Sheets	F-5
Statements of Comprehensive Income (Loss)	F-6
Statements of Changes in Temporary Equity and Permanent Deficit	F-7
Statements of Cash Flows	F-8
Notes to Financial Statements	F-9 to F-23

~~DECEMBER 31, 2020~~

Non-redeemable ordinary shares include Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

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

	For the Period from July 10, 2020 (Inception) Through December 31, 2020
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	23,634
Net income attributable to Class A ordinary shares subject to possible redemption	$	23,634
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		110,620,385
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00
Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(385,384	)
Less: Net income allocable to Class A ordinary shares subject to possible redemption		(23,634	)
Non-Redeemable Net Loss	$	(409,018	)
Denominator: Weighted Average Non-Redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		28,644,310
Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(0.01	)

~~Concentration of Credit Risk~~F-1

~~Financial~~Table ~~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 the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.Contents

~~Fair~~REPORT ~~Value~~OF ofINDEPENDENT ~~Financial~~REGISTERED ~~Instruments~~PUBLIC ACCOUNTING FIRM

~~The~~To ~~fair value of~~ the ~~Company’s~~Shareholders ~~assets~~ and ~~liabilities,~~Board ~~which~~of ~~qualify~~Directors ~~as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.~~of

~~Recent~~Social ~~Accounting~~Capital ~~Standards~~Hedosophia Holdings Corp. VI

~~Management~~Opinion ~~does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect~~ on the ~~accompanying~~Financial ~~financial statements.~~Statements

~~NOTE~~We 3have audited the accompanying balance sheets of Social Capital Hedosophia Holdings Corp. ~~INITIAL~~VI ~~PUBLIC~~(the ~~OFFERING~~“Company”) as of December 31, 2021 and 2020, the related statements of comprehensive income loss), changes in temporary equity and permanent deficit and cash flows for year ended December 31, 2021 and the period from July 10, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for year ended December 31, 2021 and the period from July 10, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

~~Pursuant~~We toalso have audited, in accordance with the ~~Initial Public~~standards ~~Offering,~~of the Public Company ~~sold~~Accounting ~~115,000,000 Units,~~Oversight ~~which~~Board ~~includes~~(United ~~the~~States) ~~full~~(“PCAOB”), ~~exercise~~the byCompany’s ~~the~~internal ~~underwriter~~control ofover ~~its~~financial ~~option~~reporting ~~to purchase~~as anof ~~additional~~December 1531,~~000,000~~ ~~Units~~2021, atbased aon ~~purchase~~the ~~price~~criteria ofestablished ~~$10.00~~in ~~per~~Internal ~~Unit.~~Control ~~Each~~Integrated ~~Unit~~Framework ~~consists~~issued ofby ~~one~~the ~~Class A~~Committee ~~ordinary share~~of ~~and~~Sponsoring ~~one-fourth~~Organizations of ~~one~~the ~~redeemable~~Treadway ~~warrant~~Commission (~~“Public Warrant”~~COSO). ~~Each~~in ~~whole~~2013 ~~Public~~and ~~Warrant~~our ~~entitles~~report ~~the~~dated ~~holder~~February ~~to purchase~~27, ~~one~~2022, ~~Class A~~expressed ~~ordinary~~an ~~share~~adverse atopinion anon ~~exercise~~the ~~price~~effectiveness of ~~$11.50~~the ~~per~~Company’s ~~whole~~internal ~~share,~~control ~~subject~~over tofinancial ~~adjustment~~reporting ~~(see~~because ~~Note~~of 7)the existence of a material weakness.

~~F-12~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company’s realization of its business plan is dependent upon its ability to complete a business combination on or before its scheduled liquidation date of October 14, 2022 which is less than one year from the issuance date of the financial statements. The Company also has significant working capital and stockholders’ deficits and needs to raise additional funds to meet its obligations and sustain operations through its scheduled liquidation date or thereafter if a viable business combination target is found. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~SOCIAL~~Basis ~~CAPITAL~~for ~~HEDOSOPHIA HOLDINGS CORP. VI~~Opinion

~~NOTES~~These TOfinancial ~~FINANCIAL~~statements ~~STATEMENTS~~are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the 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.

~~DECEMBER~~We 31conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, ~~2020~~whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits 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 audits provides a reasonable basis for our opinion.

~~NOTE~~/s/ 4.Marcum ~~PRIVATE PLACEMENT~~LLP

~~Simultaneously~~Marcum with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 11,000,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant, for an aggregate purchase price of $22,000,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.LLP

~~NOTE~~We 5.have ~~RELATED~~served ~~PARTY~~as ~~TRANSACTIONS~~the Company’s auditor since 2020

~~Founder~~New ~~Shares~~York, NY

OnFebruary July 10, 2020, the Company issued one ordinary share to the Sponsor for no consideration. On July 16, 2020, the Company cancelled the one share issued in July 2020 and the Sponsor purchased 2,875,000 Founder Shares for an aggregate purchase price of $25,000. On September 17, 2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 28,~~750,000 Founder~~ Shares. All share and per-share amounts have been retroactively restated to reflect the share capitalization. The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, as described in Note 7.2022

The Founder Shares included an aggregate of up to 3,750,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Class B ordinary shares or Class A ordinary shares received upon conversion thereof (together, “Founder Shares”) until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, 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 a 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 Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

~~Administrative Support Agreement~~F-2

~~The~~Table ~~Company entered into an agreement whereby, commencing on October 9, 2020, the Company will pay an affiliate~~ of the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from July 10, 2020 (inception) through December 31, 2020, the Company incurred $25,000, in fees for these services, of which such amount is included in accrued expenses in the accompanying balance sheet.Contents

~~Advance~~REPORT ~~from~~OF ~~Related~~INDEPENDENT ~~Party~~REGISTERED PUBLIC ACCOUNTING FIRM

AsON ofINTERNAL ~~October 14, 2020,~~CONTROL ~~the~~OVER ~~Sponsor~~FINANCIAL paid for certain offering costs on behalf of the Company in connection with the Initial Public Offering. The advances are non-interest bearing and due on demand. At December 31, 2020 advances amounting to $5,000 were outstanding.REPORTING

~~Promissory~~To ~~Note — Related Party~~the Shareholders and Board of Directors of

OnSocial ~~July 16,~~Capital ~~2020,~~Hedosophia ~~the~~Holdings ~~Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $300,000~~Corp. ~~The~~ Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021 and (ii) the completion of the Initial Public Offering. The Promissory Note was amended and restated on September 17, 2020 solely to increase the amount that could be borrowed to an aggregate principal amount of $500,000. The aggregate outstanding balance under the Promissory Note of $500,000 was repaid at the closing of the Initial Public Offering on October 14, 2020.VI

~~F-13~~Adverse Opinion on Internal Control over Financial Reporting

~~SOCIAL~~We ~~CAPITAL~~have ~~HEDOSOPHIA~~audited ~~HOLDINGS~~Social ~~CORP~~Capital Hedosophia Holdings Corp. VI’s (the “Company”) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weakness described in the following paragraph on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

~~NOTES~~A TOmaterial ~~FINANCIAL~~weakness ~~STATEMENTS~~is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in “Management’s Annual Report on Internal Control Over Financial Reporting”:

~~DECEMBER~~(1) ~~31,~~The ~~2020~~Company lacks effective internal control over the accounting for complex financial instruments including those in which classification could require management to make fair value estimates.

~~Related~~This ~~Party~~material ~~Loans~~weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal 2021 financial statements and this report does not affect our report dated February 28, 2022 on those financial statements.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $2.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

~~NOTE 6. COMMITMENTS AND CONTINGENCIES~~F-3

~~Registration~~Table ~~Rights~~of Contents

~~Pursuant~~We tohave aalso ~~registration rights agreement entered into on October 8~~audited, ~~2020,~~in ~~the~~accordance ~~holders~~with of the ~~Founder~~standards ~~Shares, Private Placement Warrants and any warrants that may be issued upon conversion~~ of ~~Working Capital Loans (and any Class A ordinary shares issuable upon~~ the ~~exercise~~Public ~~of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the~~ Company toAccounting ~~register~~Oversight ~~such~~Board ~~securities for resale~~ (inUnited ~~the~~States) ~~case of the Founder Shares~~(“PCAOB”), ~~only after conversion to~~ the ~~Company’s~~consolidated ~~Class A~~balance ~~ordinary~~sheets ~~shares).~~as ~~The holders~~ of ~~these~~December ~~securities will be entitled to make up to three demands~~31, ~~excluding~~2021 ~~short~~and ~~form registration demands~~2020, ~~that~~ the ~~Company~~related ~~register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration~~ statements ~~filed subsequent~~of tocomprehensive ~~the~~income ~~completion~~(loss), ofchanges ain ~~Business~~temporary ~~Combination~~equity and ~~rights~~permanent todeficit ~~require~~and ~~the~~cash ~~Company~~flows ~~to register~~ for ~~resale~~year ~~such~~ended ~~securities pursuant~~December ~~to Rule 415 under the Securities Act. However~~31, ~~the~~2021 ~~registration~~and ~~rights agreement provides that~~ the ~~Company~~period ~~will~~from ~~not be~~July ~~required~~10, to2020 ~~effect~~(inception) orthrough ~~permit~~December ~~any~~31, ~~registration~~2020 ~~or cause any registration statement to become effective until termination~~ of the ~~applicable~~ ~~lock-up period. The~~ Company ~~will~~and ~~bear~~our ~~the~~report ~~expenses~~dated ~~incurred~~February in28, ~~connection~~2022 ~~with~~expressed ~~the~~an ~~filing~~unqualified ofopinion ~~any~~on ~~such~~those ~~registration~~financial statements.

~~Underwriting~~Basis ~~Agreement~~for Opinion

The ~~underwriter~~Company’s management is ~~entitled~~ toresponsible afor ~~deferred~~maintaining ~~fee~~effective ofinternal ~~$0.35~~control ~~per~~over ~~Unit~~financial reporting, orand ~~$40~~for its assessment of the effectiveness of internal control over financial reporting,~~250,000~~ included in the ~~aggregate.~~accompanying ~~The~~“Management ~~deferred~~Annual ~~fee~~Report ~~will~~on ~~become~~Internal ~~payable~~Control Over Financial Reporting”. Our responsibility is to ~~the~~express ~~underwriter from~~an opinion on the ~~amounts~~Company’s ~~held~~internal incontrol ~~the~~over ~~Trust~~financial ~~Account~~reporting ~~solely~~based inon our audit. We are a public accounting firm registered with the ~~event~~PCAOB ~~that~~and are required to be independent with respect to the Company ~~completes~~in aaccordance ~~Business~~with ~~Combination,~~the ~~subject~~U.S. tofederal securities laws and the ~~terms~~ applicable rules and regulations of the ~~underwriting~~Securities ~~agreement~~and Exchange Commission and the PCAOB.

~~Financial~~We ~~Advisory~~conducted ~~Fee~~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 effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

~~The~~Definition underwriters agreed to reimburse the Company for an amount equal to (1) 10% of the non-deferred underwriting commission payable to the underwriter, of which $2,000,000 was paid to Connaught (UK) Limited ("Connaught") upon the closing of the Initial Public Offering, and ~~(2) 20%~~Limitations of ~~the~~Internal ~~deferred~~Control ~~underwriting~~over ~~commission~~Financial ~~payable to the underwriter, of which $8,050,000 will be paid to Connaught upon the closing of the Business Combination.~~Reporting

~~Restricted~~A ~~Stock~~company’s ~~Unit~~internal ~~Award~~control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

InBecause ~~December~~of ~~2020,~~the ~~pursuant to~~inherent alimitations, ~~Director~~internal ~~Restricted~~control ~~Stock~~over ~~Unit~~financial ~~Award~~reporting ~~Agreement,~~may ~~dated~~not ~~December~~prevent 7,or ~~2020,~~detect ~~between the Company and Ms~~misstatements. ~~Leary~~Also, ~~the~~projections ~~Company~~of ~~granted~~any ~~100,000 restricted~~evaluation ~~stock~~of ~~units~~effectiveness ~~(“RSUs”)~~ to ~~Ms.~~future ~~Leary,~~periods ~~which~~are ~~grant~~subject isto ~~contingent on both~~ the ~~consummation~~risk ofthat ~~our~~controls ~~initial~~may ~~Business~~become ~~Combination and~~inadequate abecause ~~shareholder approved equity plan. The RSUs will vest upon the consummation~~ of ~~such~~changes ~~initial~~in ~~Business Combination and represent 100~~conditions,~~000 Class~~ Aor ~~ordinary~~that ~~shares~~degree of ~~the~~compliance ~~Company~~with ~~that will settle on a date we select in~~ the ~~year~~policies ~~following~~or ~~the~~procedures ~~year~~may ~~in which such Business Combination occurs~~deteriorate.

~~NOTE~~/s/ 7.Marcum ~~SHAREHOLDERS’ EQUITY~~LLP

~~Preferred~~Marcum Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At December 31, 2020, there were no preference shares issued or outstanding.LLP

~~Class A Ordinary~~New ~~Shares — The Company is authorized to issue 500~~York,~~000,000~~ Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 4,420,017 Class A ordinary shares issued and outstanding, excluding 110,579,983 Class A ordinary shares subject to possible redemption.NY

~~F-14~~February 28, 2022

~~SOCIAL~~PCAOB ~~CAPITAL~~ID ~~HEDOSOPHIA~~Number ~~HOLDINGS CORP. VI~~688

~~NOTES TO FINANCIAL STATEMENTS~~F-4

~~DECEMBER~~Table ~~31,~~of ~~2020~~Contents

~~Class B Ordinary~~SOCIAL ~~Shares — The~~CAPITAL ~~Company~~HEDOSOPHIA isHOLDINGS ~~authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0~~CORP.~~0001~~ ~~per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020, there was 28,750,000 Class B ordinary shares issued and outstanding.~~VI

~~Only~~BALANCE holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law.SHEETS

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the completion of the Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination.

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.


	December 31,		December 31,
	2021		2020
ASSETS
Current Assets
Cash	$	37,298	$	366,309
Prepaid expenses		434,433		876,165
Total Current Assets		471,731		1,242,474

Marketable securities held in Trust Account		1,150,139,597		1,150,024,578
Total Assets	$	1,150,611,328	$	1,151,267,052

LIABILITIES, TEMPORARY EQUITY AND PERMANENT DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	2,356,026	$	188,583
Advances from related party		—		5,000
Promissory note - related party		812,500		—
Total Current Liabilities		3,168,526		193,583

Deferred underwriting fee payable		40,250,000		40,250,000
Warrant liabilities		77,910,000		130,037,500
Total Liabilities		121,328,526		170,481,083

Commitments and Contingencies (see Note 6)
Temporary Deficit
Class A ordinary shares subject to possible redemption, 115,000,000 shares issued and outstanding at redemption value at December 31, 2021 and 2020		1,150,139,597		1,150,024,578
Permanent Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding (excluding 115,000,000 shares subject to possible redemption)		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 28,750,000 shares issued and outstanding at December 31, 2021 and 2020		2,875		2,875
Additional paid-in capital		—		—
Accumulated deficit		(120,859,670)		(169,241,484)
Total Permanent Deficit		(120,856,795)		(169,238,609)
TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT DEFICIT	$	1,150,611,328	$	1,151,267,052

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

The ~~Company~~accompanying ~~has~~notes agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, atan

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