UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM~~10-Q~~

10-Q/A

Amendment No. 1

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

For the quarterly period ended ~~March 31,~~September 30, 2021

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

For the transition period from to

Warburg Pincus Capital Corporation ~~I—A~~

I-A

(Exact name of registrant as specified in its charter)


Cayman Islands	001-40171	98-1572641
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)



450 Lexington Avenue New York, New York		10017
(Address Of Principal Executive Offices)		(Zip Code)

(212)

878-0600

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant	WPCA.U	NYSE
Class A ordinary shares included as part of the units	WPCA	NYSE
Redeemable warrants included as part of the units	WPCA WS	NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ 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, 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	☒	Smaller reporting company	☒

		Emerging growth company	☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of ~~May 24,~~

November 11, 2021

, 28,342,178 ~~Class~~shares of Cla

s A ordinary shares, par value $0.0001 per share, and 7,085,544 shares of Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

Table of Contents

References throughout this Amendment No. 1 to the Quarterly Report on Form

10-Q

to “we,” “us,” the “Company” or “our company” are to Warburg Pincus Capital Corporation

I-A,

unless the context otherwise indicates.

This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form

10-Q/A

amends the Quarterly Report on Form

10-Q

of Warburg Pincus Capital Corporation

I-A

(the “Company”) as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 12, 2021 (the “Original Filing”).

On November 12, 2021, Warburg Pincus Capital Corporation

I-A

(the “Company”) filed its Form

10-Q

for the quarterly period ending September 30, 2021 (the “Q3 Form

10-Q”),

which included a section within Note 2, Revision of Previously Issued Financial Statements, (“Note 2”) that describes a revision to the Company’s classification of its Class A ordinary shares subject to redemption issued as part of the units sold in the Company’s initial public offering (“IPO”) on March 9, 2021. As described in Note 2, upon its IPO, the Company classified a portion of the Class A ordinary shares as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. As a result, management corrected the error by restating all Class A ordinary shares subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional

paid-in

capital (to the extent available), accumulated deficit and Class A ordinary shares.

In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the

two-class

method.

Following the filing of the Original Quarterly Report, the Company’s management, together with the Audit Committee,

re-evaluated

whether the reclassification adjustment related to temporary equity and permanent equity should be restated as of the Initial Public Offering date and the next two subsequent reporting periods. Following such

re-evaluation,

the Company’s management, together with the Audit Committee determined that the Company’s financial statements and other financial data as of and for the three months ended March 31, 2021 and for the three and six months ended June 30, 2021 should be restated through the filing of this Amended Form

10-Q.

The three months ended March 31, 2021 and the three and six month ended June 30, 2021 have been restated in Note 2 of this Amended Form

10-Q,

with the restatements resulting in a change in the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional

paid-in

capital (to the extent available), accumulated deficit and Class A ordinary shares. Further, there is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss) but earnings per share was impacted due to a change in presentation relating to the restatements.

Therefore, on January 13, 2022, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued revision to the (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form

10-Q

for the quarterly period ended March 31, 2021, filed with the SEC on May 25, 2021; (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form

10-Q

for the quarterly period ended June 30, 2021, filed with the SEC on August 5, 2021 and (iii) Note 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company’s Quarterly Report on Form

10-Q

for the quarterly period ended September 30, 2021, filed with the SEC on November 12, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity, calculate earnings per share on a pro rata basis, and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in this Quarterly Report on Form

10-Q/A.

In addition, the Company will restate its financial statements for the Post IPO balance sheet in a Form

8-K,

for the period ended March 9, 2021, filed with the SEC on March 15, 2021 within an appropriate form.

The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).

After

re-evaluation,

the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part I, Item 4, “Controls and Procedures” of this Amended Form

10-Q.

Table of Contents

WARBURG PINCUS CAPITAL CORPORATION I—

I-A

Form

10-Q/A

~~Form~~ ~~10-Q~~

For the ~~Three Months~~Quarter Ended ~~March 31,~~September 30, 2021

Table of Contents


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements		1
	Condensed Balance Sheets as of ~~March 31, 2021(Unaudited)~~September 30, 2021 (Unaudited) and December 31, 2020		1
	Condensed ~~Statement~~Statements of Operations for the ~~three months ended March 31,~~Three and Nine Months Ended September 30, 2021 (Unaudited)		2
	Condensed ~~Statement~~Statements of Changes in Shareholders’ Equity (Deficit) for the ~~three months ended March 31,~~Three and Nine Months Ended September 30, 2021 (Unaudited)		3
	Condensed Statement of Cash Flows for the ~~three months ended March 31,~~Nine Months Ended September 30, 2021 (Unaudited)		4
	Notes to Unaudited Condensed Financial Statements (as restated)		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~		22
Item 4. 3.	~~Controls~~Quantitative and ~~Procedures~~Qualitative Disclosures About Market Risk		2226
Item 4.	Controls and Procedures		26
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		2327
Item 1A.	Risk Factors		2327
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		2428
Item 3.	Defaults Upon Senior Securities		2428
Item 4.	Mine Safety Disclosures		2428
Item 5.	Other Information		2428
Item 6.	Exhibits		2428
	Signature		29

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.

Condensed Financial Statements

WARBURG PINCUS CAPITAL CORPORATION ~~I—A~~

I-A

CONDENSED BALANCE SHEETS

   March 31,
2021    December 31,
2020
   (Unaudited)
Assets:

Current assets:

Cash
   $ 1,813,110    $ —
Prepaid expenses
   874,176    11,758




Total current assets
   2,687,286    11,758
Deferred offering costs associated with proposed public offering
   —      81,600
Investments held in Trust Account
   250,000,869    —




Total Assets
   $ 252,688,155    $ 93,358




Liabilities and Shareholders’ Equity:

Current liabilities:

Accounts payable
   $ 12,500    $ —
Accrued expenses
   344,965    81,600




Total current liabilities
   357,465    81,600
Derivative warrant liabilities
   10,643,330    —
Deferred underwriting commissions
   8,750,000    —




Total liabilities
   19,750,795    81,600




Commitments and Contingencies

Class A ordinary shares, $0.0001 par value; 22,793,735 and -0- shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively
   227,937,350    —




Shareholders’ Equity:

Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding as of March 31, 2021 and December 31, 2020
   —      —
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 2,206,265 and -0- shares issued and outstanding (excluding 22,793,735 and -0- shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively
   221    —
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,187,500 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively ⁽¹⁾
   719    719
Additional paid-in capital
   3,660,246    24,281
Retained earnings (accumulated deficit)
   1,338,824    (13,242 )




Total shareholders’ equity
   5,000,010    11,758




Total Liabilities and Shareholders’ Equity
   $ 252,688,155    $ 93,358

~~(1)~~

This number includes up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On April 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,342,178 Units. On April 18, 2021, the Sponsor forfeited 101,956 Class B ordinary shares.

September 30, 2021

December 31, 2020

Assets:

(Unaudited)

Current assets:

Cash
   $ 1,642,450 $ —
Prepaid expenses
   634,484 11,758


Total current assets
   2,276,934 11,758
Deferred offering costs associated with initial public offering
   —   81,600
Investments held in Trust Account
   283,431,128 0


Total Assets

$
285,708,062

$
93,358



Liabilities and Shareholders’ Equity

Current liabilities:

Accounts payable
   $ 17,103 $ —
Accrued expenses
   745,375 81,600


Total current liabilities
   762,478 81,600
Derivative warrant liabilities
   12,248,710 —
Deferred underwriting commissions
   9,919,751 —


Total liabilities
   22,930,939 81,600
Commitments and Contingencies
   0 0
Class A ordinary shares subject to possible redemption, $0.0001 par value; 28,342,178 and
-0-
shares as of September 30, 2021 and December 31, 2020, respectively
   283,421,780 —
Shareholders’ Equity (Deficit):

Preference shares, $0.0001 par value; 5,000,000 shares authorized; NaN issued and outstanding as of September 30, 2021 and December 31, 2020
   0—   —
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized
   0   —
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,085,544 and 7,187,500 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively
   709 719
Additional
paid-in
capital
   0— 24,281
Accumulated deficit
   (20,645,366 ) (13,242 )


Total shareholders’ equity (deficit)
   (20,644,657 ) 11,758


Total Liabilities and Shareholders’ Equity

$
285,708,062

$
93,358

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

Table of Contents

WARBURG PINCUS CAPITAL CORPORATION ~~I—A~~

I-A

CONDENSED ~~STATEMENT~~STATEMENTS OF OPERATIONS

~~For The Three Months Ended March 31, 2021 (Unaudited)~~


~~General and administrative expenses~~	$	~~140,103~~
~~General and administrative expenses - related party~~		~~10,000~~

~~Loss from operations~~		~~(150,103~~	)
~~Other income (expense)~~
~~Change in fair value of derivative warrant liabilities~~		~~1,860,000~~
~~Offering costs associated with derivative warrant liabilities~~		~~(358,700~~	)
~~Income from investments held in Trust Account~~		~~869~~

~~Net income~~	$	~~1,352,066~~

~~Weighted average Class A ordinary shares outstanding, basic and diluted~~		~~25,000,000~~

~~Basic and diluted net income per Class A ordinary share~~	$	~~0.00~~

~~Weighted average Class B ordinary shares outstanding, basic and diluted~~ ⁽¹⁾		~~6,250,000~~

~~Basic and diluted net income per Class B ordinary share~~	$	~~0.22~~

~~(1)~~

This number excludes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On April 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,342,178 Units. On April 18, 2021, the Sponsor forfeited 101,956 Class B ordinary shares.

For the Three Months
Ended
September 30, 2021

For the Nine Months
Ended
September 30, 2021


(Unaudited)

(Unaudited)

General and administrative expenses
   $ 345,816 $ 895,456
General and administrative expenses - related party
   30,000 70,000


Loss from operations
   (375,816 ) (965,456 )
Other income (expense)

Change in fair value of derivative warrant liabilities
   2,861,850 1,402,100
Offering costs associated with derivative warrant liabilities
   0   (396,570 )
Income from investments held in Trust Account
   4,317 9,347


Net income
   $ 2,490,351 $ 49,421


Weighted average shares outstanding of Class A ordinary shares
   28,342,178 20,872,224


Basic and diluted net income per share, Class A ordinary shares
   0.07 0.00


Basic weighted average shares outstanding of Class B ordinary shares
   7,085,544 6,758,060


Basic net income per share, Class B ordinary shares
   0.07 0.00


Diluted weighted average shares outstanding of Class B ordinary shares
   7,085,544 7,085,544


Diluted net income per share, Class B ordinary shares
   0.07 0.00

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

Table of Contents

WARBURG PINCUS CAPITAL CORPORATION ~~I—A~~

I-A

CONDENSED ~~STATEMENT~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

~~For The Three Months Ended March 31,~~ (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 ~~(Unaudited)~~

         Additional
Paid-in
Capital Retained
Earnings
(Accumulated
Deficit) Total
Shareholders’
Equity
   Ordinary Shares
   Class A Class B
   Shares Amount Shares⁽¹⁾    Amount
Balance - December 31, 2020
   —   $ —   7,187,500    $ 719    $ 24,281 $ (13,242 ) $ 11,758
Sale of units in initial public offering, less allocation to derivative warrant liabilities
   25,000,000 2,500 —      —      243,947,500 —   243,950,000
Excess cash received over the fair value of the private placement warrants
   —   —   —      —      1,546,670 —   1,546,670
Offering costs
   —   —   —      —      (13,923,134 ) —   (13,923,134 )
Class A ordinary shares subject to possible redemption
   (22,793,735 ) (2,279 ) —      —      (227,935,071 ) —   (227,937,350 )
Net income
   —   —   —      —      —   1,352,066 1,352,066






Balance - March 31, 2021 (unaudited)
   2,206,265 $ 221 7,187,500    $ 719    $ 3,660,246 $ 1,338,824 $ 5,000,010

~~(1)~~

(UNAUDITED)

Ordinary Shares

Additional

Total

Class A

Class B

Paid-in

Accumulated

Shareholders’

Shares

Amount

Shares

Amount

Capital

Deficit

Equity (Deficit)

Balance - December 31, 2020

—

$
—

7,187,500

$
719

$
24,281

$
(13,242
)

$
11,758

Excess cash received over the fair value of the private warrants
—   —   —   —   1,546,670 —   1,546,670
Accretion of Class A ordinary shares subject to possible redemption amount
—   —   —   —   (1,570,951 ) (18,402,183 ) (19,973,134 )
Net income
—   —   —   —   —   1,352,066 1,352,066

Balance - March 31, 2021 (unaudited)
(as restated, see
Note 2)

0

0

7,187,500

719

0

(17,063,359
)

(17,062,640
)
Excess cash received over the fair value of the private warrants, over-allotment
—   —   —   —   209,446 —   209,446
Forfeiture of Class B ordinary shares
—   —   (101,956 ) (10 ) 10 —   —
Accretion of Class A ordi
n
ary shares subject to possible redemption amount, over-allotment
—   —   —   —   (209,456 ) (2,279,362 ) (2,488,818 )
Net loss
—   —   —   —   —   (3,792,996 ) (3,792,996 )

Balance - June 30, 2021 (unaudited)
(as restate
d, see Note 2)

0

0

7,085,544

709

0

(23,135,717
)

(23,135,008
)
Net inc
o
me
—   —   —   —   2,490,351 2,490,351

Balance - September 30, 2021 (unaudited)

0

$
0

7,085,544

$
709

$
0

$
(20,645,366
)

$
(20,644,657)

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

Table of Contents

WARBURG PINCUS CAPITAL CORPORATION ~~I—A~~

I-A

CONDENSED STATEMENT OF CASH FLOWS

~~For The Three Months Ended March 31,~~

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 ~~(Unaudited)~~

Cash Flows from Operating Activities:

Net income
   $ 1,352,066
Adjustments to reconcile net income to net cash used in operating activities:

Income from investments held in Trust Account
   (869 )
Change in fair value of derivative warrant liabilities
   (1,860,000 )
Offering costs associated with derivative warrant liabilities
   358,700
General and administrative expenses paid by related party under promissory note
   3,053
Changes in operating assets and liabilities:

Prepaid expenses
   (862,419 )
Accounts payable
   12,500
Accrued expenses
   9,965


Net cash used in operating activities
   (987,004 )


Cash Flows from Investing Activities:

Cash deposited in Trust Account
   (250,000,000 )


Net cash used in investing activities
   (250,000,000 )


Cash Flows from Financing Activities:

Repayment of note payable to related party
   (78,045 )
Proceeds received from initial public offering, gross
   250,000,000
Proceeds received from private placement
   8,000,000
Offering costs paid
   (5,121,841 )


Net cash provided by financing activities
   252,800,114


Net increase in cash
   1,813,110
Cash - beginning of the period
   —


Cash - end of the period
   $ 1,813,110


Supplemental disclosure of noncash investing and financing activities:

Offering costs included in accrued expenses
   $ 253,400
Offering costs paid by related party under promissory note
   $ 74,992
Deferred underwriting commissions
   $ 8,750,000
Initial value of Class A ordinary shares subject to possible redemption
   $ 226,177,820
Change in value of Class A common shares subject to possible redemption
   $ 1,759,530
Initial value of derivative warrant liabilities
   $ 12,503,330

(UNAUDITED)

Cash Flows from Operating Activities:

Net income
   $ 49,421
Adjustments to reconcile net income to net cash used in operating activities:

Income from investments held in Trust Account
   (9,347 )
Change in fair value of derivative warrant liabilities
   (1,402,100 )
Offering costs associated with derivative warrant liabilities
   396,570
General and administrative expenses paid by related party under promissory note
   3,053
Changes in operating assets and liabilities:

Prepaid expenses
   (622,726 )
Accounts payable
   17,091
Accrued expenses
   410,375


Net cash used in operating activities
   (1,157,663 )


Cash Flows from Investing Activities:

Cash deposited in Trust Account
   (283,421,780 )


Net cash used in investing activities
   (283,421,780 )


Cash Flows from Financing Activities:

Repayment of note payable to related party
   (78,045 )
Proceeds received from initial public offering
   283,421,780
Proceeds received from private placement
   8,668,435
Offering costs paid
   (5,790,277 )


Net cash provided by financing activities
   286,221,893


Net increase in cash
   1,642,450
Cash - beginning of the period
   0—


Cash - end of the period

$
1,642,450



Supplemental disclosure of noncash financing activities:

Offering costs included in accrued expenses
   $ 253,400
Offering costs paid by related party under promissory note
   $ 74,992
Deferred underwriting commissions
   $ 9,919,751

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

Table of Contents

WARBURG PINCUS CAPITAL CORPORATION ~~I—A~~

I-A

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(AS RESTATED)

Note ~~1 —~~ 1—Description of Organization and Business Operations

Warburg Pincus Capital Corporation ~~I—A (the~~

I-A

(the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 1, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”).

As of ~~March 31,~~September 30, 2021, the Company had not yet commenced operations. All activity for the period from December 1, 2020 (inception) through ~~March 31,~~September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company’s sponsor is Warburg Pincus Capital Corporation ~~I—A~~

I-A

Sponsor, L.P., a Cayman Islands exempted limited partnership (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated its Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares and 5,000,000 warrants included in the Units being offered, the “Public Shares”) and “Public Warrants”, respectively), at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.3 million, of which approximately $8.8 million was for deferred underwriting commissions (Note 5). On April 16, 2021, the underwriters partially exercised the over-allotment option, and the closing of the issuance and sale of the additional 3,342,178 Units (the “Over-Allotment Units”) occurred on April 20, 2021. The issuance by the Company of the Over-Allotment Units at a price of $10.00 per unit resulted in total gross proceeds of approximately $33.4 million.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,333,333 warrants ~~(each, a “Private Placement Warrant” and collectively,~~(collectively, the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.0 million (Note 4). On April 20, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 445,624 Private Placement Warrants (the “Over-Allotment Private Placement” and, together with the ~~IPO~~Initial Public Offering (“IPO”) Private Placement, the “Private Placements”), generating gross proceeds of approximately $668,000.

The net proceeds from the ~~IPO (including~~Initial Public Offering and the Over-Allotment ~~Units)~~Units, together with certain of the proceeds from the Private Placements, ~~approximately~~(approximately $283.4 million in the ~~aggregate~~aggregate) (the “Offering Proceeds”), were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule

2a-7

under the Investment Company Act of 1940, as amended ~~or the Investment~~(the “Investment Company ~~Act,~~Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described ~~below.~~

below

The Company’s management has broad discretion with respect to the specific application of the ~~net proceeds of its Initial Public~~ Offering ~~and the sale of Private Placement Warrants,~~Proceeds, although substantially all of ~~the net~~such proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s 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 (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general 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

~~WARBURG PINCUS CAPITAL CORPORATION I—A~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

made by the Company, solely in its discretion. Notwithstanding the foregoing, pursuant to the amended and restated

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WARBURG PINCUS CAPITAL CORPORATION I-A

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

memorandum and articles of association adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), in no event will the Company redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus 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 Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares ~~will be~~are recorded at a redemption value and classified as temporary equity, ~~upon the completion of the Initial Public Offering,~~ in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the ~~amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended~~Amended and Restated Memorandum and Articles of ~~Association”),~~Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 4) prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares ~~(as defined in Note 4)~~ and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 9, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within

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WARBURG PINCUS CAPITAL CORPORATION I-A

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see

~~WARBURG PINCUS CAPITAL CORPORATION I—A~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust ~~Account.~~

Account

Liquidity and Capital Resources

As of ~~March 31,~~September 30, 2021, the Company had approximately ~~$1.8~~$1.6 million in its operating bank account and working capital of approximately ~~$2.3~~$1.5 million.

The Company’s liquidity needs ~~to date~~through September 30, 2021 have been satisfied through a ~~contribution~~payment of $25,000 from the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $78,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on March 9, 2021. In addition, 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, provide the Company Working Capital Loans (as defined in Note 4). As of ~~March~~September 30, 2021 and December 31, ~~2021,~~2020, there were no0 amounts outstanding under any Working Capital Loan.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using ~~these~~the funds held outside the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Note ~~2 —~~2—Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed ~~financial~~fi

ancial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form

10-Q

and Article 8 of Regulation

S-X

and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include ~~only~~ normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended ~~March 31,~~September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021, or ~~for~~ any future ~~period.~~

periods.

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WARBURG PINCUS CAPITAL CORPORATION ~~I—A~~

I-A

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the ~~Current Report on Form~~ ~~8-K~~ ~~and the final~~ prospectus filed by the Company with the SEC on March ~~15,~~8, 2021.

Restatement of Previously Reported Financial Statements

In the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, ~~and March 8, 2021, respectively.~~

~~In April~~as filed with the SEC on November 12, 2021, the Company ~~identified a misstatement in~~concluded it should restate its ~~accounting treatment for warrants~~previously issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (collectively, the “Warrants”) as presented in its audited balance sheet as of March 9, 2021 included in its Current Report on Form ~~8-K,~~ ~~filed March 15, 2021. The Warrants were reflected as a component of equity as opposed~~financial statements to ~~liabilities on the balance sheet. Pursuant to FASB ASC Topic 250,~~ ~~Accounting Changes and Error Corrections~~, and Staff Accounting Bulletin 99, “Materiality” (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial. The following balance sheet items were impacted from the error correction as of March 9, 2021: an increase of $12.5 million in warrant liabilities; a decrease of $12.5 million in the amount ofclassify all Class A ordinary shares subject to ~~redemption;~~redemption in temporary equity. In accordance with ASC

480-10-S99,

redemption provisions not solely within the control of the Company, require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an ~~increase~~amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of ~~$358,700~~net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in ~~additional~~ ~~paid-in~~ ~~capital;~~net tangible assets.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and ~~an increase~~SEC Staff Accounting Bulletin No. 108, “Considering the Effects of ~~$358,700~~Prior Year Misstatements when Quantifying Misstatements in ~~accumulated deficit.~~

Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form

10-Qs

for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to the Affected Quarterly Period in this quarterly report. The previously presented Affected Quarterly Period should no longer be relied upon.

The change in the carrying value of the redeemable Class A ordinary shares at March 31, 2021 resulted in a reclassification of approximately 2.2 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021:

As of March 31, 2021

As Reported

Adjustment

As Restated

Total assets

$
252,688,155


$
—


$
252,688,155







Total liabilities

$
19,750,795


$
—


$
19,750,795







Class A ordinary shares subject to possible redemption
   227,937,350    22,062,650    250,000,000
Preference shares
   0—    0—    0—
Class A ordinary shares
   221    (221 )    —
Class B ordinary shares
   719    —      719
Additional
paid-in
capital
   3,660,246    (3,660,246 )    —
Retained earnings (accumulated deficit)
   1,338,824    (18,402,183 )    (17,063,359 )






Total shareholders’ equity (deficit)

$
5,000,010


$
(22,062,650
)

$
(17,062,640
)






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

$
252,688,155


$
—


$
252,688,155







The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above.
8

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WARBURG PINCUS CAPITAL CORPORATION I-A
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021:
For the three months ended March 31, 2021


As Reported

Adjustment

As Restated

Supplemental Disclosure of Noncash Financing Activities:

Initial value of Class A ordinary shares subject to possible redemption as revised
   $ 226,177,820    $ (226,177,820 )    $ 0
Change in value of Class A ordinary shares subject to possible redemption
   $ 1,759,530    $ (1,759,530 )    $ 0
The change in the carrying value of the redeemable Class A ordinary shares at June 30, 2021 resulted in a reclassification of approximately 2.8 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021:
As of June 30, 2021

As Reported

Adjustment

As Restated

Total assets

$
285,926,301


$
—


$
285,926,301







Total liabilities

$
25,639,518


$
—


$
25,639,518







Class A ordinary shares subject to possible redemption
   255,286,780    28,135,000    283,421,780
Preference shares
   0—    0—    0—
Class A ordinary shares
   281    (281 )    —
Class B ordinary shares
   708    —      708
Additional
paid-in
capital
   7,453,186    (7,453,186 )    —
Accumulated deficit
   (2,454,172 )    (20,681,533 )    (23,135,705 )






Total shareholders’ equity (deficit)

$
5,000,003


$
(28,135,000
)

$
(23,134,997
)






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

$
285,926,301


$
—


$
285,926,301







The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above.
The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021:
For the six months ended June 30, 2021


As Reported

Adjustment

As Restated

Supplemental Disclosure of Noncash Financing Activities:

Initial value of Class A ordinary shares subject to possible redemption as revised
   $ 226,177,820    $ (226,177,820 )    $ 0
Change in value of Class A ordinary shares subject to possible redemption
   $ 29,108,960    $ (29,108,960 )    $ 0
In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company.
9
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WARBURG PINCUS CAPITAL CORPORATION I-A
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods:

Earnings Per Share for Class A ordinary shares


As Reported

Adjustment

As Adjusted

For the three months ended March 31, 2021

Net income
   $ 1,352,066    $ 0      $ 1,352,066
Weighted average shares outstanding
   25,000,000    (18,611,111 )    6,388,889
Basic and diluted earnings per share
   $ 0.00    $ 0.11    $ 0.11
For the three months ended June 30, 2021

Net loss
   $ (3,792,996 )    $ 0      $ (3,792,996 )
Weighted average shares outstanding
   27,644,361    0      27,644,361
Basic and diluted earnings per share
   $ 0.00    $ (0.11 )    $ (0.11 )
For the six months ended June 30, 2021

Net loss
   $ (2,440,930 )    $ 0      $ (2,440,930 )
Weighted average shares outstanding
   27,110,849    (10,035,507 )    17,075,342
Basic and diluted earnings per share
   $ 0.00    $ (0.10 )    $ (0.10 )

Earnings Per Share for Class B ordinary shares


As Reported

Adjustment

As Adjusted

For the three months ended March 31, 2021

Net income
   $ 1,352,066    $ 0      $ 1,352,066
Weighted average shares outstanding
   6,250,000    0      6,250,000
Basic and diluted earnings per share
   $ 0.22    $ (0.11 )    $ 0.11
For the three months ended June 30, 2021

Net loss
   $ (3,792,996 )    $ 0      $ (3,792,996 )
Weighted average shares outstanding
   6,911,090    (0 )    6,911,090
Basic and diluted earnings per share
   $ (0.55 )    $ 0.44    $ (0.11 )
For the six months ended June 30, 2021

Net loss
   $ (2,440,930 )    $ 0      $ (2,440,930 )
Weighted average shares outstanding
   6,582,371    0    6,582,371
Basic and diluted earnings per share
   $ (0.37 )    $ 0.27    $ (0.10 )

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 ~~stockholder~~shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial ~~statement~~statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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WARBURG PINCUS CAPITAL CORPORATION I-A
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. ~~Actual~~One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

~~Concentration of Credit Risk~~

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of March 31, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~WARBURG PINCUS CAPITAL CORPORATION I—A~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no0 cash equivalents as of ~~March 31,~~September 30, 2021 and December 31, 2020.

Investments Held in the Trust Account

The Company’s portfolio of investments ~~held in the Trust Account~~ is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. ~~The~~When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in ~~net gain on~~income from investments held in Trust Account in the accompanying ~~statement~~unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of September 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the condensed balance ~~sheet.~~

sheets.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers ~~include:~~

consist of:

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

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WARBURG PINCUS CAPITAL CORPORATION I-A

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

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

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

The ~~5,000,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,333,333 Private Placement~~ Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting ~~period. The liabilities~~period until they are ~~subject to~~ ~~re-measurement~~ ~~at each balance sheet date until~~ exercised. The initial fair value of the Public Warrants ~~issued in connection with the Public Offering~~ and the fair value of the Private Placement Warrants ~~have~~has been estimated using a binomial lattice model in a risk-neutral framework. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~WARBURG PINCUS CAPITAL CORPORATION I—A~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs ~~are~~were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities ~~are~~were expensed as incurred and presented as

non-operating

expenses in the ~~statement~~condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to ~~shareholders’ equity~~possible redemption upon the completion of the Initial Public Offering.

The Company classifies deferred underwriting commissions as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) ~~are~~is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that ~~feature~~features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares ~~are~~is classified as shareholders’ equity. The

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WARBURG PINCUS CAPITAL CORPORATION I-A

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of ~~March 31, 2021 and December 31, 2020, 22,793,735 and 0~~Initial Public Offering, 28,342,178 Class A ordinary shares subject to possible redemption ~~are~~is presented at redemption value as temporary equity, ~~respectively,~~ outside of the shareholders’ equity section of the Company’s ~~condensed~~ balance ~~sheets.~~

sheet. There were 0 Class A ordinary shares issued or outstanding as of December 31, 2020.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional
paid-in
capital and accumulated deficit.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period.

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 11,447,393 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares.

The following tables reflect a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares:

For the Three Months Ended
September 30, 2021

For the Nine Months Ended
September 30, 2021


Class A

Class B

Class A

Class B

Basic net income per ordinary share:

Numerator
:

Allocation of net income
   $ 1,992,281    $ 498,070    $ 37,333    $ 12,088
Denominator
:

Basic weighted average ordinary shares outstanding
   28,342,178    7,085,544    20,872,224    6,758,060








Basic net income per ordinary share
   $ 0.07    $ 0.07    $ 0.00    $ 0.00








13

Table of Contents

WARBURG PINCUS CAPITAL CORPORATION I-A
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

For the Three Months Ended
September 30, 2021

For the Nine Months Ended
September 30, 2021


Class A

Class B

Class A

Class B

Diluted net income per ordinary share:

Numerator:

Allocation of net income
   $ 1,992,281    $ 498,070    $ 36,896    $ 12,088
Denominator:

Diluted weighted average ordinary shares outstanding
   28,342,178    7,085,544    20,872,224    7,085,544








Diluted net income per ordinary share
   $ 0.07    $ 0.07    $ 0.00    $ 0.00

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income ~~Taxes,”~~Taxes”, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no0 unrecognized tax benefits and no0 amounts accrued for interest and penalties as of ~~March 31,~~September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

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

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of shares of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,333,333 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

~~The Company’s unaudited condensed statement of operations includes a presentation of income (loss) per ordinary share for ordinary shares subject to possible redemption in a manner similar to the~~ ~~two-class~~ method of income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary shares for the three months ended March 31, 2021, is calculated by dividing the income or loss on investments held in the Trust Account of approximately $869 for the three months ended March 31, 2021, by the weighted average number of Class A ordinary shares outstanding for the period.

~~WARBURG PINCUS CAPITAL CORPORATION I—A~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Net income (loss) per ordinary share, basic and diluted, for Class B ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss attributed to Class A ordinary shares, by the weighted average number of shares of Class B ordinary shares outstanding for the period.

At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then participate in the earnings. As a result, diluted income per ordinary share is the same as basic net income per ordinary share for the period presented.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

No. 2020-06, ~~Debt—Debt~~

“Debt-Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and ~~Hedging—Contracts~~Hedging-Contracts in ~~Entity~~’sEntity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an ~~Entity~~’sEntity’s Own ~~Equity~~Equity” (“ASU

2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ~~The~~ ASU

2020-06

also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU

2020-06

on January 1, ~~2021.~~2021 using a modified retrospective method of transition. Adoption of ~~the~~ ASU

2020-06

did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Note ~~3 —~~ 3—Initial Public Offering

On March 9, 2021, the Company consummated its Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.3 million, of which approximately $8.8 million was for deferred underwriting commissions. On April 16, 2021, the underwriters partially exercised the over-allotment option, and the closing of the issuance and sale of the ~~additional 3,342,178~~ Over-Allotment Units occurred on April 20, 2021. The issuance by the Company of the Over-Allotment Units, at a price of $10.00 per ~~unit~~such units, resulted in total gross proceeds of approximately $33.4 ~~million.~~

million, and the incurrence of approximately $1.8 million in offering costs, of which approximately $1.2 million was for deferred underwriting commissions.

Table of Contents

WARBURG PINCUS CAPITAL CORPORATION I-A

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Each Unit consists of one share of Class A ordinary share and

one-fifth

of ~~one~~1 redeemable ~~warrant (“~~Public ~~Warrant”).~~Warrant. Each whole Public Warrant will entitle the holder thereof to purchase one share of Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 6)7).

Note ~~4 —~~ 4—Related Party Transactions

Founder Shares

On December 9, 2020, the Sponsor paid an aggregate of $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 7,187,500 ordinary shares (the “Founder Shares”). In February 2021, the Sponsor transferred 35,000 Founder Shares to an independent director. The Sponsor agreed to forfeit up to an aggregate of 937,500 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units is not exercised in full by the underwriters, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On April 16, 2021, the underwriters partially exercised the over-allotment option to purchase ~~an additional 3,342,178~~the Over-Allotment Units and on April 18, 2021, the over-allotment option on the remaining Units expired unexercised by the underwriters; thus, 101,956 Class B ordinary shares were ~~subsequently~~ forfeited by the Sponsor.

On July 1, 2021, the Company appointed a new independent director. On the same date, the Sponsor transferred 35,000 Founder Shares to such director.

The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share

sub-divisions,

share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any

30-trading

day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

~~WARBURG PINCUS CAPITAL CORPORATION I—A~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the ~~private placement (“~~Private ~~Placement”)~~Placement of 5,333,333 ~~warrants (each, a “Private~~Private Placement ~~Warrant” and collectively, the “Private Placement Warrants”),~~Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.0 million. On April 20, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 445,624 Private Placement Warrants, pursuant to the Over-Allotment Private Placement, ~~Warrants,~~ generating gross proceeds of approximately $668,000.

Each ~~whole~~ Private Placement Warrant is exercisable for ~~one whole~~1 Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be

non-redeemable

for cash and exercisable on a cashless basis, ~~except as described in Note 7,~~ so long as they are held by the Sponsor or its permitted ~~transferees.~~

transferees, except as described in Note 7.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

On December 9, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was

non-interest

bearing, unsecured and due upon the closing of the Initial Public Offering. The Company borrowed approximately $78,000 under the Note and fully repaid such amount on March 9, 2021.

Subsequent to the repayment, the facility was no longer available to the Company.

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WARBURG PINCUS CAPITAL CORPORATION I-A

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of ~~March 31,~~September 30, 2021 and December 31, 2020, the Company had no0 borrowings under the Working Capital Loans.

Administrative Services Agreement

Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination or its liquidation, the Company agreed to reimburse the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. For the three and nine months ended ~~March 31,~~September 30, 2021, the Company incurred expenses of ~~$10,000~~$30,000 and $70,000, respectively, under this agreement. As of ~~March 31,~~September 30, 2021, ~~and December 31, 2020,~~ the Company had accrued approximately $10,000, ~~and $0, respectively,~~ for services in connection with such agreement on the accompanying condensed balance sheets.

There was 0 outstanding balance under this agreement as of December 31, 2020.

In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any

out-of-pocket

expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or the Company’s or their respective affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account.

~~WARBURG PINCUS CAPITAL CORPORATION I—A~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Note ~~5 —~~ 5—Commitments and Contingencies

Registration and Shareholder Rights

The holders of the Founder 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 of the Private Placement Warrants or warrants issued upon conversion of the Working Capital) ~~were~~are entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public ~~Offering.~~Offering (the “Registration Rights Agreement”). The holders of these securities ~~were~~are entitled to make up to three demands, excluding short form demands, that the Company ~~registers~~register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a

45-day

option from the date of the Initial Public Offering to purchase up to 3,750,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On April 16, 2021, the underwriters partially exercised the over-allotment option to purchase the Over-Allotment Units (See Note 1).

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WARBURG PINCUS CAPITAL CORPORATION I-A

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.0 million and $0.7 million ($5.7 million in the ~~aggregate,~~aggregate), paid upon the closing of the Initial Public ~~Offering.~~Offering and the sale of the Over- Allotment Units, respectively. In addition, $0.35 per unit, or approximately ~~$8.8~~$9.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The condensed financial statements ~~does~~do not include any adjustments that might result from the outcome of this uncertainty.

Note 6 — Class A Ordinary Shares Subject to Possible Redemption

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 28,342,178 shares of Class A ordinary shares outstanding, all of which were subject to possible redemption.

The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table:


Gross proceeds from Initial Public Offering	$	283,421,780
Less:
Fair value of Public Warrants at issuance		(6,738,490	)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(15,723,462	)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		22,461,952

Class A ordinary shares subject to possible redemption	$	283,421,780

Note 7—Shareholders’ Equity

Preference Shares~~—The~~

-The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. As of ~~March 31,~~September 30, 2021 and December 31, 2020, there were no0 preference shares issued or outstanding.

Class

A Ordinary Shares~~—The~~

-The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of ~~March 31,~~September 30, 2021, ~~and December 31, 2020,~~ there were ~~2,206,265 and 0~~28,342,178 Class A ordinary shares issued and outstanding, ~~respectively, excluding 22,793,735~~of which 28,342,178 shares were subject to possible redemption and 0are classified as temporary equity (see Note 6). As of December 31, 2020, there were0 Class A ordinary shares ~~subject to possible redemption, respectively.~~

issued and outstanding.

Class

B Ordinary Shares~~—The~~

-The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of ~~March 31,~~September 30, 2021 and December 31, 2020, there were 7,085,544 and 7,187,500 Class B ordinary shares issued and ~~outstanding. Of the 7,187,500 Class B ordinary shares~~ outstanding, up to 937,500 Class B ordinary shares are subject to forfeiture, to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Initial Shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering.

respectively.

Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided that, prior to the initial Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time.

Table of Contents

WARBURG PINCUS CAPITAL CORPORATION I-A

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such 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 (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus

~~WARBURG PINCUS CAPITAL CORPORATION I—A~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

(ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than

one-to-one.

Note 7—8—Warrants

As of ~~March 31,~~September 30, 2021, ~~and December 31, 2020,~~ the Company had ~~5,000,000 and 0~~5,668,436 Public Warrants and ~~5,333,333 and 0~~5,778,957 Private Placement Warrants outstanding. There were 0 warrants outstanding ~~respectively.~~

as of December 31, 2020.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. 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; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the 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; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

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WARBURG PINCUS CAPITAL CORPORATION ~~I—A~~

I-A

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be

non-redeemable,

except as described below, so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of Warrants When the Price Per Class A Ordinary Share Equals Or Exceeds $18.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per warrant;

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

if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the

30-day

redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of Warrants When the Price Per Class A Ordinary Share Equals Or Exceeds $10.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

in whole and not in part;

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

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and

if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of Class A ordinary shares shall mean the volume-weighted average price of Class A ordinary shares for the 10 trading days following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

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WARBURG PINCUS CAPITAL CORPORATION ~~I—A~~

I-A

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note ~~8 —~~ 9—Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of ~~March 31,~~September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account—money market funds	$	283,431,128	$	—	$	—
Liabilities:
Derivative warrant liabilities—Public warrants	$	—	$	—	$	6,065,230
Derivative warrant liabilities—Private placement warrants	$	—	$	—	$	6,183,480

As of December 31, 2020, there were no0 assets or liabilities that ~~are~~were measured at fair value on a recurring basis.

Description
   Quoted Prices
in Active
Markets
(Level 1)    Significant Other
Observable Inputs
(Level 2)    Significant Other
Unobservable Inputs
(Level 3)
Assets:

Investments held in Trust Account - money market funds
   $ 250,000,869    $ —      $ —
Liabilities:

Derivative warrant liabilities - Public warrants
   $ —      $ —      $ 5,150,000
Derivative warrant liabilities - Private placement warrants
   $ —      $ —      $ 5,493,330

Level 1 assets include investments in money market funds that invest solely in U.S. Government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no ~~other~~ transfers to/from Levels 1, 2, and 3 during the three and nine months ended ~~March 31,~~September 30, 2021.

~~Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities.~~

The ~~Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.~~

~~For periods where no observable traded price was available, the~~ fair value of the Public and Private Placement Warrants, issued in connection with the Initial Public Offering, has been estimated using a binomial lattice model. ~~For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ traded market price was used as the fair value.~~ The estimated fair value of the ~~Public and Private Placement~~ Warrants ~~prior to Public Warrants being traded in an active market,~~ is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to the Unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The Unit price is based on the publicly traded price of the Units as of the measurement date. The Company estimated the volatility for the ~~Public and Private Placement~~ Warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the ~~Public and Private Placement~~ Warrants. The term to expiration was calculated as the contractual term of the ~~Public and Private Placement~~ Warrants, assuming one year to a Business Combination from the ~~IPO~~Initial Public Offering date. Finally, the Company does not anticipate paying a dividend.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

   March 9,
2021 March 31,
2021
Exercise price
   $ 11.50 $ 11.50
Unit price
   $ 10.07 $ 10.08
Volatility
   17.0 % 14.5 %
Term (years)
   6.0 5.9
Risk-free rate
   1.03 % 1.15 %


	March 9, 2021			March 31, 2021			June 30, 2021			September 30, 2021
Exercise price	$	11.50		$	11.50		$	11.50		$	11.50
Unit price	$	10.07		$	10.08		$	9.80		$	9.82
Volatility		17.0	%		14.5	%		19.1	%		16.3	%
Term (years)		6.0			5.9			5.7			5.4
Risk-free rate		1.03	%		1.15	%		0.99	%		1.05	%

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WARBURG PINCUS CAPITAL CORPORATION ~~I—A~~

I-A

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended ~~March 31,~~September 30, 2021 is summarized as follows:


~~Derivative warrant liabilities at January 1, 2021~~	$	—
~~Issuance of Public and Private Warrants~~		~~12,503,330~~
~~Change in fair value of derivative warrant liabilities~~		~~(1,860,000~~	)

~~Derivative warrant liabilities at March 31, 2021~~	$	~~10,643,330~~


Derivative warrant liabilities at January 1, 2021	$	0—
Issuance of Public and Private Warrants		12,503,330
Change in fair value of derivative warrant liabilities		(1,860,000	)

Derivative warrant liabilities at March 31, 2021		10,643,330
Issuance of Public and Private Warrants—over-allotment		1,147,480
Change in fair value of derivative warrant liabilities		3,319,750

Derivative warrant liabilities at June 30, 2021		15,110,560
Change in fair value of derivative warrant liabilities		(2,861,850	)

Derivative warrant liabilities at September 30, 2021	$	12,248,710

Note ~~9 —~~ 10—Subsequent Events

On April 20, 2021, the Company issued an additional 3,342,178 Units at a price of $10.00 per unit in connection with the underwriters’ partial exercise of their over-allotment option. As a result, the Sponsor forfeited 101,956 shares of Class B ordinary shares following the expiration of the unexercised portion of the underwriters’ over-allotment option. Simultaneously with the closing of the underwriters’ over-allotment option, the Company issued an additional 445,624 Private Placement Warrants to the Sponsor. The Private Placement Warrants were sold at a price of $1.50 per Private Placement Warrant, generating aggregate gross proceeds of $668,436. Offering costs associated with the closing of the underwriters’ over-allotment option amounted to $1,838,198 consisting of $668,436 of underwriting commissions and $1,169,762 of deferred underwriters’ commissions.

~~On April 26, 2021, the Public Shares and Public Warrants underlying the Units sold in the IPO began trading separately.~~

The Company has evaluated subsequent events and transactions that occurred up to the date the ~~unaudited~~ condensed financial statements were issued. Based upon this review, except as noted above, the Company did not identify any subsequent events that would have required ~~adjustment~~recognition or disclosure in the ~~unaudited~~ condensed financial statements.

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Item 2.

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

References to the “Company,” “Warburg Pincus Capital Corporation
I-A,” ~~“Warburg~~
“Warburg Pincus,” “our,” “us” or “we” refer to Warburg Pincus Capital Corporation
I-A.
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form~~10-Q~~
10-Q/A
(this “Quarterly Report”) includes forward-looking statements within the meaning of Section 27A of the Securities Act ~~of 1933, as amended,~~ and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on December 1, 2020. We were formed for the purpose of effecting a ~~merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).~~Business Combination. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our ~~sponsor~~Sponsor is Warburg Pincus Capital Corporation ~~I—A~~

I-A

Sponsor, L.P.~~, a Cayman Islands exempted limited partnership (“Sponsor”).~~ The registration statement for our Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, we consummated its Initial Public Offering of 25,000,000 ~~units (the “Units” and, with respect to the Class A ordinary shares included in the~~ Units, ~~being offered, the “Public Shares”),~~ at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.3 million, of which approximately $8.8 million was for deferred underwriting commissions (Note 6). On April 16, 2021, the underwriters partially exercised the over-allotment option, and the closing of the issuance and sale of the ~~additional~~ 3,342,178 Over-Allotment Units ~~(the “Over-Allotment Units”)~~ occurred on April 20, 2021. The issuance by ~~the Company~~us of the Over-Allotment Units at a price of $10.00 per ~~unit~~such units resulted in total gross proceeds of approximately $33.4 ~~million.~~

million, and the incurrence of approximately $1.8 million in offering costs, of which approximately $1.2 million was for deferred underwriting commissions.

Simultaneously with the closing of the Initial Public Offering, ~~the Company~~we consummated the ~~private placement (“~~Private ~~Placement”)~~Placement of 5,333,333 ~~warrants (each, a “Private~~Private Placement ~~Warrant” and collectively, the “Private Placement Warrants”),~~Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.0 million (Note 4). On April 20, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, ~~the Company~~we consummated the sale of an additional 445,624 Private Placement Warrants ~~(the “Over-Allotment~~pursuant to the Over-Allotment Private ~~Placement” and, together with the IPO Private~~ Placement, ~~the “Private Placements”),~~ generating gross proceeds of approximately $668,000.

The ~~net proceeds~~Offering Proceeds from the ~~IPO (including~~Initial Public Offering and the Over-Allotment ~~Units)~~Units, together with certain of the proceeds from the Private Placements ~~approximately~~(approximately $283.4 million in the ~~aggregate (the “Offering Proceeds”)~~aggregate), were placed in ~~a trust account (“~~the Trust ~~Account”)~~Account with Continental Stock Transfer & Trust Company acting as trustee and will be invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule

2a-7

under ~~the Investment Company Act of 1940, as amended, or~~ the Investment Company Act, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the ~~net proceeds of its Initial Public~~ Offering ~~and the sale of Private Placement Warrants,~~Proceeds, although substantially all of ~~the net~~such proceeds are intended to be applied generally toward consummating a Business Combination. 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 (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time we sign a definitive agreement in connection

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with the initial Business Combination. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

If we are unable to complete a Business Combination within ~~24 months from~~ the ~~closing of the Initial Public Offering, or March 9, 2023 (the~~ “Combination ~~Period”),~~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 earned on the funds held in the Trust Account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Liquidity and Capital Resources

As of ~~March 31,~~September 30, 2021, we had approximately ~~$1.8~~$1.6 million in its operating bank account and working capital of approximately ~~$2.3~~$1.5 million.

Our liquidity needs ~~to date~~through September 30, 2021 and prior have been satisfied through a ~~contribution~~payment of $25,000 from the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $78,000 from the Sponsor pursuant to ~~a promissory note,~~the Note, and the proceeds from the consummation of the Private Placement not held in the Trust Account. We repaid the ~~promissory note~~Note in full on March 9, 2021. In addition, 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~~our officers and directors may, but are not obligated to, provide us Working Capital Loans. As of ~~March 31,~~September 30, 2021, there were no amounts outstanding under any Working Capital Loan.

Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using ~~these~~the funds held outside the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Management continues to evaluate the impact of the

COVID-19

pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

Our entire activity since inception up to ~~March 31, 2021 was~~September 30, 2021was in preparation for our formation and the Initial Public Offering. We will not be generating any operating revenues until the closing and completion of our initial Business ~~Combination.~~

Combination at the earliest.

For the three months ended ~~March 31,~~September 30, 2021, we had a net income of approximately ~~$1.3~~$2.5 million, which consisted of approximately ~~a $1.9~~$4,000 of income from investments held in the Trust Account, approximately $2.9 million in

non-operating

gain resulting from the change in fair value of derivative warrant liabilities, and offset by approximately ~~$1,000~~$375,000 in general and administrative expenses.

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For the nine months ended September 30, 2021, we had a net income of approximately $50,000, which consisted of approximately $9,000 of income from investments held in ~~trust account, partially~~the Trust Account, approximately $1.4 million in

non-operating

gain resulting from the change in fair value of derivative warrant liabilities, offset by approximately ~~$150,000 in general and administrative expenses, and approximately $359,000~~$397,000 in offering costs associated with derivative warrant ~~liabilities.~~

liabilities, and approximately $965,000 in general and administrative expenses.

Contractual Obligations

Registration Rights

The holders of the Founder 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 of the Private Placement Warrants or warrants issued upon conversion of the Working Capital) were entitled to registration rights pursuant to the Registration Rights Agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We granted the underwriters a
45-day
option from the date of the Initial Public Offering to purchase up to 3,750,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On April 16, 2021, the underwriters partially exercised the over-allotment option to purchase the Over-Allotment Units (See Note 1).

The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.0 million and $0.7 million ($5.7 million in the aggregate), paid upon the closing of the Initial Public Offering and the sale of the Over-Allotment Units, respectively. In addition, $0.35 per unit, or approximately $9.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Administrative Services Agreement

Commencing on the date that our securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination or its liquidation, we agreed to reimburse the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month.

In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any

out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or ~~the Company’s or~~ their respective affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account.

We incurred ~~approximately $10,000~~$30,000 and $70,000 in general and administrative expenses (related party) in the accompanying unaudited condensed ~~statement~~statements of operations for the three and nine months ended ~~March 31, 2021.~~September 30, 2021, respectively. As of ~~March 31,~~September 30, 2021, ~~and December 31, 2020, the Company~~we had accrued approximately $10,000, ~~and $0, respectively,~~ for services in connection with such agreement on the ~~accompanying~~ condensed balance sheets.

~~Registration Rights~~

~~The holders~~ There was no outstanding balance under this agreement as of the Founder 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 of the Private Placement Warrants or warrants issued upon conversion of the Working Capital) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

~~Underwriting Agreement~~

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.8 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

December 31, 2020.

Critical Accounting Policies

Derivative Warrant Liabilities

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of ~~its~~our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic~~ASC 480 ~~“Distinguishing Liabilities from Equity” (“ASC 480”)~~ and ASC ~~815, “Derivatives and Hedging” (“ASC 815”).~~815. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

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As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A ~~ordinary shares subject~~Ordinary Shares Subject to ~~possible redemption~~

Possible Redemption

We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) ~~are~~is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that ~~feature~~features 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, Class A 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 the occurrence of uncertain future events. Accordingly, as of ~~March 31, 2021, and December 31, 2020, 22,793,735 and 0, respectively, of~~Initial Public Offering, 28,342,178 Class A ordinary shares subject to possible redemption ~~are~~is presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheet. There were no Class A ordinary shares issued or outstanding as of December 31, 2020.

Effective with the ~~Company’s condensed balance sheets.~~

closing of the Initial Public Offering (including exercise of the over-allotment option), we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional

paid-in

capital (to the extent available) and accumulated deficit.

Net ~~income (loss)~~Income (Loss) per Ordinary Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A ordinary ~~share~~

shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,333,333 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

~~Net income (loss) per ordinary share, basic and diluted, for Class B ordinary shares~~ is calculated by dividing the net income (loss)~~, adjusted for income or loss attributed to Class A ordinary shares,~~ by the weighted average ~~number of~~ shares of ~~Class B~~ ordinary shares outstanding for the respective period.

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including exercise of the over-allotment option) and the private placement warrants to purchase an aggregate of 11,447,393 Class A ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU ~~No.~~

2020-06, ~~Debt—Debt with Conversion and Other Options (Subtopic~~ ~~470-20)~~ ~~and Derivatives and Hedging—Contracts in Entity~~’~~s Own Equity (Subtopic~~ ~~815-40):~~ ~~Accounting for Convertible Instruments and Contracts in an Entity~~’~~s Own Equity~~ ~~(“ASU~~ ~~2020-06”),~~

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ~~The~~ ASU

2020-06

on January 1, ~~2021.~~2021 using a modified retrospective method of transition. Adoption of ~~the~~ ASU

2020-06

did not impact ~~our~~the Company’s financial position, results of operations or cash flows.

~~Management~~

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The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the ~~accompanying~~Company’s unaudited condensed financial statements.

Off-Balance

Sheet Arrangements

As of ~~March 31,~~September 30, 2021, we did not have any

off-balance

sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation

S-K.

JOBS Act

The ~~Jumpstart Our Business Startups~~JOBS Act ~~of 2012 (the “JOBS Act”)~~ contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for

non-emerging

growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of

non-emerging

growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the ~~PCAOB~~Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule

12b-2

of the Exchange Act and are not required to provide the information otherwise required under this item. As of ~~March 31,~~September 30, 2021, we were not subject to any market or interest rate risk. The ~~net proceeds of the Initial Public~~ Offering Proceeds, including amounts in the Trust Account, ~~will be~~was invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule

2a-7

under the Investment Company Act ~~of 1940, as amended,~~ that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

We have not engaged in any hedging activities since our inception, and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended ~~March 31,~~September 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based ~~upon that~~on this evaluation, our principal executive officer and ~~in light of the SEC Staff Statement, our Certifying Officers~~principal financial officer have concluded that ~~solely due to~~during the ~~Company’s misapplication of the accounting for the Company’s warrants as liabilities,~~period covered by this report, our disclosure controls and procedures were not effective as of ~~March 31, 2021. In light~~September 30, 2021, due solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments and the presentation of ~~this material weakness,~~earnings per share. As a result, we performed additional analysis as deemed necessary to ensure that our ~~unaudited interim~~ financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this ~~Quarterly Report on~~Amended Form 10-Q ~~(this “Quarterly Report”)~~ present fairly in all material respects our financial position, results of operations and cash flows for the period ~~presented.~~

presented

We have identified a material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments issued by the Company. Additionally, our management re-evaluated our application of ASC 480-10-S99-3A to our accounting classification of public shares. Our management and our audit committee concluded that it was appropriate to restate previously issued financial statements for the Affected Periods, respectively, to classify all public shares subject to possible redemption in temporary equity.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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Changes in Internal Control over Financial Reporting

~~There was no change~~

The Company has made changes in ~~our~~its internal control over financial reporting 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 ~~occurred during the fiscal quarter ended March 31, 2021 covered by this Quarterly Report on Form~~ ~~10-Q~~ ~~that has materially affected, or is reasonably likely~~apply to ~~materially affect,~~ our ~~internal control over financial reporting as the circumstances that led to the revision of our~~condensed consolidated financial statements, ~~had not yet been identified. Management has implemented remediation steps~~including providing enhanced access to ~~address~~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 Company can offer no assurance that these changes will ultimately have the ~~material weakness and to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards.~~

intended effects.

PART ~~II -~~ II—OTHER INFORMATION

Item 1.

Legal Proceedings

None.

Item 1A.

Risk Factors

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our final prospectus filed with the SEC on ~~March 8,~~February 19, 2021, except for the ~~below~~ risk ~~factor. We may disclose changes to such factors or disclose additional factors from time to time~~factor included in ~~our future filings with~~ the ~~SEC.~~

~~Our warrants are accounted~~Company’s quarterly report on Form 10-Q for ~~as liabilities and~~ the ~~changes in value of our warrants could have a material effect on our financial results and thus may have an adverse effect on the market price of our securities.~~

On April 12, 2021, the staff of the SEC (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by SPecial Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. As a result of the SEC Staff Statement, we reevaluated the accounting treatment of our 5,000,000 Public Warrants and 5,333,333 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.~~

~~As a result, included on our condensed balance sheet as of~~ended March 31, 2021, ~~contained elsewhere in this Quarterly Report are derivative liabilities related to embedded features contained within our warrants. ASC 815, Derivatives~~ and ~~Hedging, provides for~~ the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities.

below risk factor.

We have identified a material weakness in our internal control over financial ~~reporting as~~reporting. This material weakness could continue to adversely affect our ability to report our results of ~~March 31, 2021. If we are unable to develop~~operations and ~~maintain an effective system of~~financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting ~~we may not be able~~designed to ~~accurately report our~~provide reasonable assurance regarding the reliability of financial ~~results~~reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a ~~timely manner, which may result a material adverse effect on our ability~~quarterly basis, to ~~consummate an initial business combination.~~

~~Following~~evaluate the ~~issuance~~effectiveness of ~~the SEC Staff Statement, after consultation with our independent registered public accounting firm, management identified a material weakness in~~ our internal ~~control over financial reporting related~~controls and to ~~the accounting for the warrants issued~~disclose any changes and material weaknesses identified through such evaluation in ~~connection with our Initial Public Offering. Our~~those internal ~~control over financial reporting did not result in the proper accounting classification of the warrants, which, due to its impact on our financial statements, we determined to be a material weakness.~~

controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. Any failure to maintain internal control over our financial reporting could adversely impact our ability to report our financial position and results from operations on

We identified a timely and accurate basis, which could delay or disrupt our efforts to consummate an initial business combination. If our financial statements are not filed on a timely basis, we may also be subject to sanctions or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our ability to consummate an initial business combination. We have expanded and improved our review process for complex securities and related accounting standards and continue to evaluate other steps to remediate the material weakness.

In addition, as a result of such material weakness, the change in accounting for our 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 material weakness in our internal control over financial reporting relating to our accounting for complex financial instruments issued by the Company, as further described in this Quarterly Report on Form 10-Q. Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex financial instruments issued by the ~~preparation of our financial statements. As~~Company was not effectively designed or maintained. This material weakness resulted in the restatement of the ~~date~~Company’s interim financial statements for the quarters ended March 31, 2021 and June 30, 2021. This will also result in the restatement of the Company’s balance sheet as of March 9, 2021 within an appropriate form, to be filed with the SEC. Additionally, this material weakness could result in a misstatement of the warrant liability, shares of Class A ordinary shares and related accounts and disclosures that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis. As a result of this ~~report, we have no knowledge~~material weakness, our management concluded that our internal control over financial reporting was not effective as 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, resultsMarch 31, 2021, June 30, 2021 and September 30, 2021.

Table of ~~operations and financial condition or our ability to complete a Business Combination.~~

Contents

~~The securities in which we invest the funds held in the trust account could bear a negative rate of 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.~~

~~The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule~~ ~~2a-7~~ under the Investment Company Act, which invest only in direct U.S. government treasury obligations. 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 certain amendments 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 income taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest to pay dissolution expenses). 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.~~

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Simultaneously with the closing of the Initial Public Offering, we consummated the ~~private placement (“~~Private ~~Placement”)~~Placement of 5,333,333 ~~warrants (each, a “Private~~Private Placement ~~Warrant” and collectively, the “Private Placement Warrants”),~~Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.0 million. IfOn April 20, 2021, simultaneously with the ~~over-allotment option is exercised in full,~~issuance and sale of the ~~Sponsor will purchase~~Over-Allotment Units, the Company consummated the sale of an additional ~~500,000~~445,624 Private Placement ~~Warrants.~~

Warrants pursuant to the Over-Allotment Private Placement.

In connection with the Initial Public Offering, our sponsor had agreed to loan us an aggregate of up to $300,000 pursuant to the Note. This loan is non-interest bearing and payable on the consummation of the Initial Public Offering. On March 9, 2021, we repaid the Note in full.

Of the gross proceeds received from the Initial Public Offering and the ~~full exercise of the option to purchase additional Shares,~~Over-Allotment Units, $250,000,000 was placed in the Trust Account. The ~~net proceeds of the Initial Public~~ Offering ~~and certain proceeds from the Private Placement~~Proceeds are invested in U.S. government treasury bills with a maturity of ~~180~~185 days or less and in money market funds meeting certain conditions under Rule

2a-7

under the Investment Company Act which invest only in direct U.S. government treasury obligations.

We paid a total of approximately ~~$5.0~~$5.7 million in underwriting discounts and commissions related to the Initial Public ~~Offering.~~Offering and sale of the Over-Allotment Units. In addition, the underwriters agreed to defer ~~$8.8~~$9.9 million in underwriting discounts and commissions.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

None.

Item 6.

Exhibits.


Exhibit Number		Description

31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer (Chief Financial Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1* 32.1+		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2* 32.2+		Certification of Chief Financial Officer (Chief Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act

2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	March 31, 2021		December 31, 2020
	(Unaudited)
Assets:
Current assets:
Cash	$	1,813,110	$	—
Prepaid expenses		874,176		11,758

Total current assets		2,687,286		11,758
Deferred offering costs associated with proposed public offering		—		81,600
Investments held in Trust Account		250,000,869		—

Total Assets	$	252,688,155	$	93,358

Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable	$	12,500	$	—
Accrued expenses		344,965		81,600

Total current liabilities		357,465		81,600
Derivative warrant liabilities		10,643,330		—
Deferred underwriting commissions		8,750,000		—

Total liabilities		19,750,795		81,600

Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 22,793,735 and -0- shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively		227,937,350		—

Shareholders’ Equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding as of March 31, 2021 and December 31, 2020		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 2,206,265 and -0- shares issued and outstanding (excluding 22,793,735 and -0- shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively		221		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,187,500 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively ⁽¹⁾		719		719
Additional paid-in capital		3,660,246		24,281
Retained earnings (accumulated deficit)		1,338,824		(13,242	)

Total shareholders’ equity		5,000,010		11,758

Total Liabilities and Shareholders’ Equity	$	252,688,155	$	93,358


	September 30, 2021			December 31, 2020
Assets:	(Unaudited)
Current assets:
Cash	$	1,642,450		$	—
Prepaid expenses		634,484			11,758

Total current assets		2,276,934			11,758
Deferred offering costs associated with initial public offering		—			81,600
Investments held in Trust Account		283,431,128			0

Total Assets	$	285,708,062		$	93,358

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	17,103		$	—
Accrued expenses		745,375			81,600

Total current liabilities		762,478			81,600
Derivative warrant liabilities		12,248,710			—
Deferred underwriting commissions		9,919,751			—

Total liabilities		22,930,939			81,600
Commitments and Contingencies		0			0
Class A ordinary shares subject to possible redemption, $0.0001 par value; 28,342,178 and -0- shares as of September 30, 2021 and December 31, 2020, respectively		283,421,780			—
Shareholders’ Equity (Deficit):
Preference shares, $0.0001 par value; 5,000,000 shares authorized; NaN issued and outstanding as of September 30, 2021 and December 31, 2020		0—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized		0			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,085,544 and 7,187,500 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		709			719
Additional paid-in capital		0—			24,281
Accumulated deficit		(20,645,366	)		(13,242	)

Total shareholders’ equity (deficit)		(20,644,657	)		11,758

Total Liabilities and Shareholders’ Equity	$	285,708,062		$	93,358


	For the Three Months Ended September 30, 2021			For the Nine Months Ended September 30, 2021
	(Unaudited)			(Unaudited)
General and administrative expenses	$	345,816		$	895,456
General and administrative expenses - related party		30,000			70,000

Loss from operations		(375,816	)		(965,456	)
Other income (expense)
Change in fair value of derivative warrant liabilities		2,861,850			1,402,100
Offering costs associated with derivative warrant liabilities		0			(396,570	)
Income from investments held in Trust Account		4,317			9,347

Net income	$	2,490,351		$	49,421

Weighted average shares outstanding of Class A ordinary shares		28,342,178			20,872,224

Basic and diluted net income per share, Class A ordinary shares		0.07			0.00

Basic weighted average shares outstanding of Class B ordinary shares		7,085,544			6,758,060

Basic net income per share, Class B ordinary shares		0.07			0.00

Diluted weighted average shares outstanding of Class B ordinary shares		7,085,544			7,085,544

Diluted net income per share, Class B ordinary shares		0.07			0.00


											Additional Paid-in Capital			Retained Earnings (Accumulated Deficit)			Total Shareholders’ Equity
	Ordinary Shares
	Class A						Class B
	Shares			Amount			Shares⁽¹⁾		Amount
Balance - December 31, 2020		—		$	—			7,187,500	$	719	$	24,281		$	(13,242	)	$	11,758
Sale of units in initial public offering, less allocation to derivative warrant liabilities		25,000,000			2,500			—		—		243,947,500			—			243,950,000
Excess cash received over the fair value of the private placement warrants		—			—			—		—		1,546,670			—			1,546,670
Offering costs		—			—			—		—		(13,923,134	)		—			(13,923,134	)
Class A ordinary shares subject to possible redemption		(22,793,735	)		(2,279	)		—		—		(227,935,071	)		—			(227,937,350	)
Net income		—			—			—		—		—			1,352,066			1,352,066

Balance - March 31, 2021 (unaudited)		2,206,265		$	221			7,187,500	$	719	$	3,660,246		$	1,338,824		$	5,000,010


	Ordinary Shares										Additional						Total
	Class A				Class B						Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Equity (Deficit)
Balance - December 31, 2020		—	$	—		7,187,500		$	719		$	24,281		$	(13,242	)	$	11,758
Excess cash received over the fair value of the private warrants		—		—		—			—			1,546,670			—			1,546,670
Accretion of Class A ordinary shares subject to possible redemption amount		—		—		—			—			(1,570,951	)		(18,402,183	)		(19,973,134	)
Net income		—		—		—			—			—			1,352,066			1,352,066

Balance - March 31, 2021 (unaudited) (as restated, see Note 2)		0		0		7,187,500			719			0			(17,063,359	)		(17,062,640	)
Excess cash received over the fair value of the private warrants, over-allotment		—		—		—			—			209,446			—			209,446
Forfeiture of Class B ordinary shares		—		—		(101,956	)		(10	)		10			—			—
Accretion of Class A ordi n ary shares subject to possible redemption amount, over-allotment		—		—		—			—			(209,456	)		(2,279,362	)		(2,488,818	)
Net loss		—		—		—			—			—			(3,792,996	)		(3,792,996	)

Balance - June 30, 2021 (unaudited) (as restate d, see Note 2)		0		0		7,085,544			709			0			(23,135,717	)		(23,135,008	)
Net inc o me		—		—		—			—						2,490,351			2,490,351

Balance - September 30, 2021 (unaudited)		0	$	0		7,085,544		$	709		$	0		$	(20,645,366	)	$	(20,644,657)


Cash Flows from Operating Activities:
Net income	$	1,352,066
Adjustments to reconcile net income to net cash used in operating activities:
Income from investments held in Trust Account		(869	)
Change in fair value of derivative warrant liabilities		(1,860,000	)
Offering costs associated with derivative warrant liabilities		358,700
General and administrative expenses paid by related party under promissory note		3,053
Changes in operating assets and liabilities:
Prepaid expenses		(862,419	)
Accounts payable		12,500
Accrued expenses		9,965

Net cash used in operating activities		(987,004	)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		(250,000,000	)

Net cash used in investing activities		(250,000,000	)

Cash Flows from Financing Activities:
Repayment of note payable to related party		(78,045	)
Proceeds received from initial public offering, gross		250,000,000
Proceeds received from private placement		8,000,000
Offering costs paid		(5,121,841	)

Net cash provided by financing activities		252,800,114

Net increase in cash		1,813,110
Cash - beginning of the period		—

Cash - end of the period	$	1,813,110

Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accrued expenses	$	253,400
Offering costs paid by related party under promissory note	$	74,992
Deferred underwriting commissions	$	8,750,000
Initial value of Class A ordinary shares subject to possible redemption	$	226,177,820
Change in value of Class A common shares subject to possible redemption	$	1,759,530
Initial value of derivative warrant liabilities	$	12,503,330


As of March 31, 2021	As Reported		Adjustment			As Restated
Total assets	$	252,688,155	$	—		$	252,688,155

Total liabilities	$	19,750,795	$	—		$	19,750,795

Class A ordinary shares subject to possible redemption		227,937,350		22,062,650			250,000,000
Preference shares		0—		0—			0—
Class A ordinary shares		221		(221	)		—
Class B ordinary shares		719		—			719
Additional paid-in capital		3,660,246		(3,660,246	)		—
Retained earnings (accumulated deficit)		1,338,824		(18,402,183	)		(17,063,359	)

Total shareholders’ equity (deficit)	$	5,000,010	$	(22,062,650	)	$	(17,062,640	)


Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	252,688,155	$	—		$	252,688,155


For the three months ended March 31, 2021
	As Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption as revised	$	226,177,820	$	(226,177,820	)	$	0
Change in value of Class A ordinary shares subject to possible redemption	$	1,759,530	$	(1,759,530	)	$	0


As of June 30, 2021	As Reported			Adjustment			As Restated
Total assets	$	285,926,301		$	—		$	285,926,301

Total liabilities	$	25,639,518		$	—		$	25,639,518

Class A ordinary shares subject to possible redemption		255,286,780			28,135,000			283,421,780
Preference shares		0—			0—			0—
Class A ordinary shares		281			(281	)		—
Class B ordinary shares		708			—			708
Additional paid-in capital		7,453,186			(7,453,186	)		—
Accumulated deficit		(2,454,172	)		(20,681,533	)		(23,135,705	)

Total shareholders’ equity (deficit)	$	5,000,003		$	(28,135,000	)	$	(23,134,997	)


Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	285,926,301		$	—		$	285,926,301


For the six months ended June 30, 2021
	As Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption as revised	$	226,177,820	$	(226,177,820	)	$	0
Change in value of Class A ordinary shares subject to possible redemption	$	29,108,960	$	(29,108,960	)	$	0


	Earnings Per Share for Class A ordinary shares
	As Reported			Adjustment			As Adjusted
For the three months ended March 31, 2021
Net income	$	1,352,066		$	0		$	1,352,066
Weighted average shares outstanding		25,000,000			(18,611,111	)		6,388,889
Basic and diluted earnings per share	$	0.00		$	0.11		$	0.11
For the three months ended June 30, 2021
Net loss	$	(3,792,996	)	$	0		$	(3,792,996	)
Weighted average shares outstanding		27,644,361			0			27,644,361
Basic and diluted earnings per share	$	0.00		$	(0.11	)	$	(0.11	)
For the six months ended June 30, 2021
Net loss	$	(2,440,930	)	$	0		$	(2,440,930	)
Weighted average shares outstanding		27,110,849			(10,035,507	)		17,075,342
Basic and diluted earnings per share	$	0.00		$	(0.10	)	$	(0.10	)

	Earnings Per Share for Class B ordinary shares
	As Reported			Adjustment			As Adjusted
For the three months ended March 31, 2021
Net income	$	1,352,066		$	0		$	1,352,066
Weighted average shares outstanding		6,250,000			0			6,250,000
Basic and diluted earnings per share	$	0.22		$	(0.11	)	$	0.11
For the three months ended June 30, 2021
Net loss	$	(3,792,996	)	$	0		$	(3,792,996	)
Weighted average shares outstanding		6,911,090			(0	)		6,911,090
Basic and diluted earnings per share	$	(0.55	)	$	0.44		$	(0.11	)
For the six months ended June 30, 2021
Net loss	$	(2,440,930	)	$	0		$	(2,440,930	)
Weighted average shares outstanding		6,582,371			0			6,582,371
Basic and diluted earnings per share	$	(0.37	)	$	0.27		$	(0.10	)


	For the Three Months Ended September 30, 2021				For the Nine Months Ended September 30, 2021
	Class A		Class B		Class A		Class B
Basic net income per ordinary share:
Numerator :
Allocation of net income	$	1,992,281	$	498,070	$	37,333	$	12,088
Denominator :
Basic weighted average ordinary shares outstanding		28,342,178		7,085,544		20,872,224		6,758,060

Basic net income per ordinary share	$	0.07	$	0.07	$	0.00	$	0.00


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - money market funds	$	250,000,869	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public warrants	$	—	$	—	$	5,150,000
Derivative warrant liabilities - Private placement warrants	$	—	$	—	$	5,493,330

Dated: ~~May 24, 2021~~January 18, 2022

WARBURG PINCUS CAPITAL CORPORATION ~~I—A~~
I-A

/s/ Christopher H. Turner

Christopher H. Turner

Chief Executive Officer and Chairman of the Board of Directors