D8 HOLDINGS CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Opinion on the Financial Statement

We have audited the accompanying balance

sheet of D8 Holdings Corp. (the "Company") as of July 17, 2020 and the related notes (collectively referred to as

the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the

financial position of the Company as of July 17, 2020 in conformity with accounting principles generally accepted in the

United States of America.

This financial statement is the responsibility

of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor

were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to

obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness

of the entity's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to

assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures

that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable

basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company's auditor since

The accompanying notes are an integral part

of the financial statement.

NOTES TO BALANCE SHEET

Note 1 - Description of Organization,

Business Operations and Basis of Presentation

D8 Holdings Corp. (the "Company")

was incorporated as a Cayman Islands exempted company on May 6, 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

(the "Business Combination"). Although the Company is not limited to a particular industry or sector for purposes of

consummating a Business Combination, the Company intends to focus its search on the consumer retail sector. The Company is an emerging

growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of July 17, 2020, the Company had not

commenced any operations. All activity for the period from May 6, 2020 (inception) through July 17, 2020 relates to the Company's

formation and the proposed initial public offering 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 on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined

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

The Company's sponsor is D8 Sponsor

LLC, a Cayman Islands limited liability company (the "Sponsor"). The registration

statement for the Initial Public Offering was declared effective on July 14, 2020. On July 17, 2020, the Company consummated

the Initial Public Offering of 30,000,000 units (the "Units"

and, with respect to the Class A ordinary shares included in the Units, the "Public Shares"), at

$10.00 per Unit, generating gross proceeds of $300.0 million (the "Initial Public Offering"), and incurring

offering costs of approximately $17.1 million, inclusive of approximately $10.5 million in deferred underwriting commissions

(Note 5). The underwriter is granted a 45-day option from the date of the final prospectus relating

to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit.

with the closing of the Initial Public Offering, the Company consummated the private placement ("Private Placement")

of 8,000,000 warrants (each, a "Private Placement Warrant" and collectively, the "Private Placement

Warrants") to the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of

$1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8.0 million (Note

4). If the over-allotment option is exercised, the Sponsor will purchase an additional amount of up to 900,000 Private Placement

Warrants at a price of $1.00 per Private Placement Warrant.

Upon the closing of the Initial Public

Offering and the Private Placement, $300.0 million ($10.00 per Unit) of the net proceeds

of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account ("Trust

Account"), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer &

Trust Company acting as trustee, and is invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16)

of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under

Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations,

until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account as described

The Company's management has broad

discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private

Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business

Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must

complete an initial Business Combination with one or more operating businesses or assets with a fair market value of at least 80%

of the net assets held in the Trust Account (as defined below) (excluding the amount of any deferred underwriting discount held

in the Trust Account) at the time of the agreement to enter into 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 1940, as amended (the "Investment Company Act").

NOTES TO BALANCE SHEET

The Company will provide its holders (the

"Public Shareholders") of its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering

(the "Public Shares"), 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 made by the Company, solely in its discretion. 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 Public Share).

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 classified

as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board's

("FASB") Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity."

In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001

and the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold

a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles

of Association (the "Amended and Restated Memorandum and Articles of Association"), conduct the redemptions pursuant

to the tender offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents

with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law,

or the Company decides to obtain shareholder approval for business or legal 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.