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F1 | This Form 3 is being filed to solely due to the redemption of 10,415,452 shares of the Company's Class A ordinary shares on February 13, 2023, by Company stockholders other than the Reporting Persons (the "Redemptions"). The Redemptions were effectively reported by the Company in a Form 8-K filed on February 15, 2023. On March 22, 2023, the Company filed a 10-K reporting that as of March 21, 2023, there were 9,584,428 Class A ordinary shares, which reflected the Redemption, after which the Reporting Person had knowledge that its aggregate beneficial ownership was above 10%. The Reporting Persons have not acquired and have not sold shares of the Company's Class A ordinary shares, units or warrants since being pushed over 10% due to the Redemptions. |
This Statement relates to Company's Class A ordinary shares held for the accounts of Taconic Opportunity Master Fund L.P. (Taconic Opportunity Fund) and Taconic Master Fund 1.5 L.P. (Taconic Event Fund, and together with Taconic Opportunity Fund, the Taconic Funds). Taconic Capital Advisors L.P. (Taconic Advisors LP) serves as the investment manager to each of the Taconic Funds. Taconic Advisors LP has entered into sub-advisory agreements with Taconic Capital Advisors UK LLP (Taconic Advisors UK) pursuant to which Taconic Advisors UK serves as a subadvisor to Taconic Advisors LP in respect of each of the Taconic Funds. Taconic Advisors LP is the manager of Taconic Capital Services UK Ltd, the UK parent entity of Taconic Advisors UK. Accordingly, each of Taconic Advisors LP and Taconic Advisors UK may be deemed a beneficial owner of the Shares held for the accounts of the Taconic Funds. Taconic Capital Partners LLC (Taconic Partners) serves as the general partner to Taconic Advisors LP. Taconic Associates LLC (Taconic Associates) serves as the general partner to Taconic Opportunity Fund, and accordingly may be deemed a beneficial owner of the Shares held for the account of Taconic Opportunity Fund. Taconic Capital serves as the general partner to Taconic Event Fund, and accordingly may be deemed a beneficial owner of the Shares held for the account of Taconic Event Fund. Mr. Brosens is a principal of Taconic Advisors LP and a manager of each of Taconic Partners, Taconic Associates and Taconic Capital. In such capacities, Mr. Brosens may be deemed a beneficial owner of the Shares held for the accounts of the Taconic Funds.