Item 1. Business.
Overview
We are a blank check company
incorporated as a Cayman Islands exempted company for the purpose of effecting an initial business combination.
While our efforts to identify
a target business may span many industries and regions worldwide, we have primarily focused our search for prospects within the clean/renewable
energy (“energy transition”) space.
We intend to complete an
initial business combination with a business that is actively engaged in creating and deploying technology, services, or other offerings
that contribute to energy transition in the power generation, industrial, transportation, or other industries. We may also seek a target
in disruptive technology industries more broadly, but which still falls within our target of de-carbonization space. However, we
are not limited to these industries and we may pursue a business combination opportunity with any business or in any industry we choose.
We believe we are well positioned
to draw upon a vast network across the energy transition and conventional energy sectors to identify opportunities with the potential
to generate attractive risk-adjusted returns for our shareholders.
We broadly define the energy
transition sector to include, but not be limited to:
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Utility scale solutions
to address issues related to the dislocations caused by renewable power generation through either power storage or clean transportation
fuel solutions; |
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Hydrogen solutions for
power storage, generation and transportation; |
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Software solutions for
managing and improving reliability of renewable power generation; |
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Carbon capture and sequestration; |
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Integrated case-specific solutions
for reliable renewable power generation supply and storage; |
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De-carbonization solutions
for oil and gas, conventional power generation, agriculture, chemicals, shipping, mining, cement and other industries; and |
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Upstream raw materials
supply solutions and downstream mobility solutions for electrification. |
Initial Public Offering
On October 25, 2021, we consummated
our initial public offering of 27,600,000 units. Each unit consists of one Class A ordinary share, and one-half of one redeemable warrant
of the Company, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per whole share.
The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $276,000,000.
Simultaneously with the closing
of the initial public offering, we completed the private sale of an aggregate of 1,335,000 placement units to our sponsor at a purchase
price of $10.00 per placement unit, generating gross proceeds of $13,350,000.
A total of $281,520,000,
comprised of $270,480,000 of the proceeds from the initial public offering and a portion of the $13,350,000 of the proceeds of the sale
of the placement units was placed in the trust account maintained by Continental, acting as trustee.
It is the job of our sponsor
and management team to complete our initial business combination. Our management team is led by John Dowd, our Chief Executive Officer
and Chairman, and Vikas Anand, our Chief Development Officer, who have many years of experience in identifying, investing, growing and
operating businesses in diverse sectors, including our targeted ones.
We originally had up to 15
months from the closing of our initial public offering, or until January 25, 2022, to consummate an initial business combination. However,
our amended and restated memorandum and articles of association provide that we may, but are not obligated to, extend the period of time
to consummate a business combination by an additional three months, up to two times (for a total of up to 21 months, or until July 25,
2023, to complete a business combination); provided that our sponsor (or its affiliates or designees) must deposit into the trust account
additional funds of $2,760,000 (or $0.10 per share) for each of the available three-month extensions, for a total payment of up to $5,520,000
(or $0.20 per share), in exchange for a non-interest bearing, unsecured promissory note. Our public shareholders will not be afforded
an opportunity to vote on our extension of time to consummate an initial business combination from 15 months to up to 21 months described
above or to redeem their shares in connection with such extension.
On January 18, 2023, our
sponsor requested that we extend the date by which we must consummate an initial business combination from January 25, 2023 to April
25, 2023. In connection with the Extension, on January 19, 2023, we issued the Extension Note in the principal amount of $2,760,000 to
our sponsor. Also on January 19, 2023, our sponsor deposited the Extension Payment of $2,760,000 (representing $0.10 per public share)
into the trust account. This deposit enabled the Company to implement the Extension. The Extension is the first of two three-month extensions
permitted under the Company’s governing documents, as described above.
We must complete our initial
business combination by April 25, 2023 (or July 25, 2023 if we fully extend the period of time to consummate our initial business combination
in accordance with the terms described in this Report), 18 months from the closing of our initial public offering. If our initial business
combination is not consummated by April 25, 2023 (or July 25, 2023 if we fully extend the period of time to consummate our initial business
combination in accordance with the terms described in this Report), then our existence will terminate, and we will distribute all amounts
in the trust account.
Proposed Lifezone Business Combination
Business Combination Agreement
On December 13, 2022, the
Company, Lifezone Metals, our sponsor, Merger Sub, LHL, the LHL Shareholders Representative and the LHL Shareholders entered into the
Lifezone Business Combination Agreement, pursuant to which, subject to the satisfaction or waiver of certain conditions precedent in the
Lifezone Business Combination Agreement, the following transactions will occur: (a) the merger of the Company with and into Merger
Sub, with Merger Sub surviving the merger and the security holders of the Company (other than the security holders of the Company electing
to redeem their ordinary shares or exercising their dissenters’ rights) becoming security holders of Lifezone Metals in accordance
with the Companies Act, (b) the automatic conversion and exchange of (i) each issued and outstanding public warrant of the Company for
the right to receive one Lifezone Metals public warrant and (ii) each issued and outstanding private warrant of the Company (whether or
not a whole warrant) into the right to receive one Lifezone Metals private warrant, (c) the acquisition by Lifezone Metals of all
of the issued and outstanding share capital of LHL from the LHL Shareholders in exchange for the issuance of Lifezone Metals ordinary
shares and, if applicable, the issuance of Earnout Shares (as defined in the Lifezone Business Combination Agreement), pursuant to which
LHL will become a direct wholly owned subsidiary of Lifezone Metals, and (d) the other transactions contemplated by the Business
Combination Agreement and the Lifezone Ancillary Documents referred to therein. Unless otherwise indicated, capitalized terms used in
this section of this Report titled “Lifezone Business Combination” but not defined have the respective meanings given to them
in the Lifezone Business Combination Agreement. References herein to the “Company” refer to GoGreen Investments Corporation
for all periods prior to completion of the Merger, and to Merger Sub, as the surviving company, for all periods after completion of the
Merger.
In consideration for the Merger,
each shareholder of the Company will receive one Lifezone Metals ordinary share and one Lifezone Metals warrant for each ordinary share
and whole warrant they hold in the Company, respectively, immediately prior to the Merger. In accordance with the terms and subject to
the conditions of the Lifezone Business Combination Agreement, the consideration to be received by the LHL Shareholders (fully diluted
for the exercise of LHL options and restricted stock units granted by LHL (a) payable in LHL ordinary shares or (b) the value of which
is determined with reference to the value of the shares of LHL, whether or not exercisable and whether or not vested (“LHL RSUs”))
in connection with the Share Acquisition will be the issuance of an aggregate number of Lifezone Metals ordinary shares equal to (a) $626,801,280
divided by (b) $10.00. As additional consideration for the LHL ordinary shares acquired by Lifezone Metals in connection with the Share
Acquisition, Lifezone Metals will issue to eligible LHL Shareholders up to an aggregate of 25,072,052 Earnout Shares, subject to certain
triggering events, as described further in the Lifezone Business Combination Agreement.
In connection with the closing
of the Share Acquisition (the “Share Acquisition Closing”), unvested LHL options will vest and become exercisable and the
vesting of LHL RSUs will accelerate and holders of LHL awards will have the opportunity to exercise their LHL options and settle their
LHL RSUs, in each case, subject to full payment of the applicable exercise price or call price. LHL ordinary shares delivered pursuant
to the exercise or settlement of a LHL equity award will be treated the same as other LHL ordinary shares in connection with the Share
Acquisition Closing. On the Share Acquisition Closing, any unexercised LHL options or LHL RSUs whose call price is not paid in full will
lapse for no consideration.
Representations and Warranties
Under the Lifezone Business
Combination Agreement, the Company has made customary representations and warranties to LHL, Lifezone Metals and the LHL Shareholders
relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals, non-contravention,
capitalization, SEC filings, financial statements, internal controls, absence of certain changes, compliance with laws, actions, orders
and permits, taxes and returns, employees and employee benefit plans, properties, material contracts, transactions with related persons,
the Investment Company Act and the JOBS Act, finders’ and brokers’ fees, sanctions and certain business practices, private
placements, insurance, no misleading information supplied, the trust account and acknowledgement of no further representations and warranties.
Under the Lifezone Business
Combination Agreement, Lifezone Metals has made customary representations and warranties to the Company, LHL and the LHL Shareholders
relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals, non-contravention,
capitalization, limited activities, finders’ and brokers’ fees, Investment Company Act, taxes and no misleading information
supplied.
Under the Lifezone Business
Combination Agreement, LHL has made customary representations and warranties (on behalf of itself and its subsidiaries) to the Company
relating to, among other things, organization and standing, due authorization and binding agreement, capitalization, company subsidiaries,
governmental approvals, non-contravention, financial statements, absence of certain changes, compliance with laws, permits, litigation,
material contracts, intellectual property, taxes and returns, real property, personal property, employee matters, benefit plans, environmental
matters, transactions with related persons, insurance, data protection and cybersecurity, sanctions and certain business practices, Investment
Company Act, finders’ and brokers’ fees and no misleading information supplied.
Under the Lifezone Business
Combination Agreement, each LHL Shareholder has made customary representations and warranties (with respect to itself only) to the Company,
Lifezone Metals and LHL relating to, among other things, organization and standing, due authorization and binding agreement, share ownership,
governmental approvals, non-contravention, litigation, certain investment representations, finders’ and brokers’ fees and
no misleading information supplied.
Covenants
The Lifezone Business Combination
Agreement includes customary covenants of the parties including, among other things, (i) the conduct of their respective business operations
prior to the consummation of the LHL Transactions, (ii) using commercially reasonable efforts to obtain relevant approvals and comply
with all applicable listing requirements of the NYSE in connection with the LHL Transactions and (iii) using commercially reasonable efforts
to consummate the LHL Transactions and to comply as promptly as practicable with all requirements of governmental authorities applicable
to the LHL Transactions. The Lifezone Business Combination Agreement also contains additional covenants of the parties, including covenants
providing for the Company, LHL and Lifezone Metals to use commercially reasonable efforts to file, and to cooperate with each other to
prepare the Lifezone Registration Statement, which will contain a proxy statement of the Company.
Conditions to Closing
The respective obligations
of each party to consummate the LHL Transactions, including the Merger, are subject to the satisfaction, or written waiver (where permissible),
by LHL and the Company of the following conditions:
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the unconditional approval
by the Tanzanian Fair Competition Commission of the LHL Transactions; |
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the Company’s shareholders
having approved and adopted the Shareholder Approval Matters (as defined in the Lifezone Business Combination Agreement); |
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the absence of any law
or governmental order, inquiry, proceeding or other action in Tanzania that would prohibit the LHL Transactions; |
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the Company having at least
$5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g) of the Exchange Act) remaining at the Share
Acquisition Closing after giving effect to any redemptions by the Company’s shareholders; |
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the Lifezone Metals ordinary
shares (including those to be issued pursuant to the Lifezone Business Combination Agreement (including the Earnout Shares) and the Subscription
Agreements (as defined below)) and Lifezone Metals warrants (including the ordinary shares underlying such warrants) having been approved
for listing on the NYSE, subject only to official notice thereof; |
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the Lifezone Registration
Statement (and any amendments and supplements) shall have become effective in accordance with the provisions of the Securities Act,
no stop order shall have been issued by the SEC that remains in effect with respect to the Lifezone Registration Statement, and no
proceeding seeking such a stop order shall have been threatened or initiated by the SEC and not withdrawn; and |
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the memorandum of association
and articles of association of Lifezone Metals shall have been amended and restated according to the Lifezone Business Combination Agreement. |
Conditions to the Obligations of LHL and the
LHL Shareholders
The obligations of LHL and
the LHL Shareholders to consummate the LHL Transactions are subject to the satisfaction, or written waiver (by LHL, where permissible)
of the following conditions:
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the representations and
warranties of the Company and Lifezone Metals being true and correct as determined in accordance with the Lifezone Business Combination
Agreement; |
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each of the Company, Lifezone
Metals and Merger Sub having performed in all material respects all of its obligations and complied in all material respects with
all of its agreements and covenants under the Lifezone Business Combination Agreement to be performed or complied with by it on or
prior to the closing date of the Merger (the “Merger Closing Date”) or the closing date of the Share Acquisition (the
“Share Acquisition Closing Date”); |
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the Company and Lifezone
Metals having delivered to LHL and the LHL Shareholders Representative a certificate dated as of the Merger Closing Date, signed by an
officer of each of the Company and Lifezone Metals, certifying as to the satisfaction of certain conditions specified in the Lifezone
Business Combination Agreement; |
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the Company having made
all necessary and appropriate arrangements with the trustee to have all of the funds held in the trust account disbursed to the Company
at the Share Acquisition Closing Date, and all such funds released from the trust account be available to Merger Sub in respect of
all or a portion of certain payment obligations under the Lifezone Business Combination Agreement; |
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the Company having provided
the holders of its ordinary shares with the opportunity to make redemption elections with respect to such ordinary shares pursuant
to their Redemption Rights (as defined in the Lifezone Business Combination Agreement); |
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the Available Closing Cash
Amount (as defined in the Lifezone Business Combination Agreement) being no less than the Minimum Cash Amount (as defined in the
Lifezone Business Combination Agreement), after accounting for redemptions and transaction expenses; and |
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the Lifezone Ancillary Documents required to be executed by the Company,
Lifezone Metals and Merger Sub according to the Lifezone Business Combination Agreement at or prior to the Merger Closing Date or the
Share Acquisition Closing shall have been executed and delivered to LHL. |
Conditions to the Obligations of the Company
and Lifezone Metals
The obligations of the Company
and Lifezone Metals to consummate the LHL Transactions are subject to the satisfaction, or written waiver (by the Company or Lifezone
Metals, as applicable, where permissible, including under the terms of the Lifezone Business Combination Agreement) of the following
conditions:
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the representations and warranties of LHL and the LHL Shareholders being true and correct as determined in accordance with the Lifezone Business Combination Agreement; |
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LHL and the LHL Shareholders having performed in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and covenants under the Lifezone Business Combination Agreement to be performed or complied with by them on or prior to the Merger Closing Date or the Share Acquisition Closing Date; |
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LHL and the LHL Shareholders Representative (on behalf of the LHL Shareholders) having delivered to the Company a certificate dated as of the Merger Closing Date, signed by each of LHL and the LHL Shareholders, certifying as to the satisfaction of certain conditions specified in the Lifezone Business Combination Agreement but in each case, solely with respect to themselves; and |
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the Lifezone Ancillary Documents required to be executed by LHL and the LHL Shareholders according to the Lifezone Business Combination Agreement at or prior to the Merger Closing Date or the Share Acquisition Closing shall have been executed and delivered to the Company. |
Termination
The Lifezone Business Combination Agreement may be terminated and the
LHL Transactions may be abandoned at any time prior to the Merger Closing Date, notwithstanding receipt of any requisite approval and
adoption of the Lifezone Business Combination Agreement and the LHL Transactions by the shareholders of the Company or any party, as follows:
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by mutual written consent
of the Company and LHL; |
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by either the Company
or LHL if any of the closing conditions set forth in the Lifezone Business Combination Agreement have not been satisfied or waived by
July 25, 2023 (the “Outside Date”); provided, however, that the Lifezone Business Combination Agreement may not be terminated
under such provision of the Lifezone Business Combination Agreement by or on behalf of any party that either directly or indirectly through
its affiliates (or with respect to LHL, the LHL Shareholders or Lifezone Metals) is in breach or violation of any representation, warranty,
covenant or obligation contained therein, with such breach or violation being the principal cause of the failure of a condition set forth
in the Lifezone Business Combination Agreement on or prior to the Outside Date; |
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by either the Company
or LHL if any governmental authority of competent jurisdiction will have issued an order or taken any other action permanently restraining,
enjoining or otherwise prohibiting the transactions contemplated by the Lifezone Business Combination Agreement, and such order or other
action has become final and non-appealable; provided, however, that the right to terminate the Lifezone Business Combination Agreement
pursuant to such section will not be available to a party if the failure by such party or its affiliates (or with respect to LHL, the
LHL Shareholders or Lifezone Metals) to comply with any provision of the Lifezone Business Combination Agreement was the principal cause
of the failure of such order or action; |
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by LHL upon a breach of
any representation, warranty, covenant or agreement on the part of the Company and Lifezone Metals set forth in the Lifezone Business
Combination Agreement, or if any representation, warranty of the Company and Lifezone Metals becomes untrue or inaccurate, in each case
such that the related closing conditions contained in the Lifezone Business Combination Agreement are not satisfied, subject to customary
exceptions and cure rights; |
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by the Company upon a
breach of any warranty, covenant or agreement on the part of LHL or the LHL Shareholders set forth in the Lifezone Business Combination
Agreement, or if any warranty of LHL or the LHL Shareholders becomes untrue or inaccurate, in any case such that the related closing
conditions contained in the Lifezone Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights;
and |
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by either the Company
or LHL if the extraordinary general meeting of shareholders is held and has concluded, the Company’s shareholders have duly voted,
and the Required Shareholder Approval (as defined in the Lifezone Business Combination Agreement) is not obtained. |
The foregoing summary of
the Lifezone Business Combination Agreement is qualified in its entirety by reference to the entire text of the Lifezone Business Combination
Agreement, which is attached as Exhibit 2.1 hereto, and the Lifezone Ancillary Agreements, the terms of each of which are incorporated
herein by reference.
The Lifezone Business Combination Agreement contains representations,
warranties and covenants that the respective parties thereto made to each other as of the date of the Lifezone Business Combination Agreement
or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract
among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating
such agreement. In particular, the assertions embodied in the representations and warranties in the Lifezone Business Combination Agreement
were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters prepared in
connection with the execution and delivery of the Lifezone Business Combination Agreement, may be subject to a contractual standard of
materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between
the parties. Accordingly, the representations and warranties in the Lifezone Business Combination Agreement are not necessarily characterizations
of the actual state of facts about the Company, Lifezone Metals, Merger Sub, the LHL Shareholders or LHL at the time they were made or
otherwise and should only be read in conjunction with the other information that the Company makes publicly available in reports, statements
and other documents filed with the SEC.
Sponsor Support Agreement
In connection with the execution
of the Lifezone Business Combination Agreement, our sponsor entered into the Sponsor Support Agreement with the Company, Lifezone Metals
and LHL, pursuant to which our sponsor has agreed to, among other things, (a) vote at any meeting of the Company’s shareholders
to be called for approval of the LHL Transactions all ordinary shares of the Company held of record or thereafter acquired by our sponsor
(collectively, the “Sponsor Securities”) in favor of the Shareholder Approval Matters, (b) be bound by certain other
covenants and agreements related to the LHL Transactions and (c) be bound by certain transfer restrictions with respect to the Sponsor
Securities and warrants exercisable for Sponsor Securities, in each case, on the terms and subject to the conditions set forth in the
Sponsor Support Agreement. The Sponsor Support Agreement also provides that our sponsor has agreed irrevocably to waive its redemption
rights in connection with the consummation of the LHL Transactions with respect to any Sponsor Securities they may hold.
Subject to the conditions
set forth in the Sponsor Support Agreement, our sponsor additionally agreed to deposit 1,725,000 shares of Sponsor Securities (“Sponsor
Earn-Out Shares”) into escrow and, if at any time prior to or as of the fifth anniversary of the Share Acquisition Closing, the
volume-weighted average price (as adjusted for share splits, share capitalization, reorganizations, recapitalizations and the like) over
any 20 trading days within any 30 trading day period, is greater than or equal to: (i) $14.00, then 862,500 of the Sponsor Earn-Out Shares
will vest, or (ii) $16.00, then 1,725,000 of the Sponsor Earn-Out Shares (less any Sponsor Earnout Shares previously vested pursuant to
clause (i)) will vest. If a Change of Control (as defined in the Sponsor Support Agreement) occurs as of or prior to the fifth anniversary
of the Share Acquisition Closing, pursuant to which Lifezone Metals or its shareholders receive consideration implying a value per Lifezone
Metlas ordinary share (as determined in good faith by the board of directors of Lifezone Metals) of (a) less than $14.00, then no Sponsor
Earnout Shares will vest, (b) greater than or equal to $14.00 but less than $16.00, 862,500 Sponsor Earnout Shares will vest, and (c)
greater than or equal to $16.00, then 1,725,000 Sponsor Earnout Shares (less any Sponsor Earnout Shares previously vested pursuant to
clause (b)) will vest.
Subject to the conditions
set forth in the Sponsor Support Agreement, each LHL Shareholder’s Closing Number of Shares (as defined in the Lifezone Business
Combination) issued at the Share Acquisition Closing shall be increased by a number of Lifezone Metals ordinary shares equal to the number
of Sponsor Securities forfeited pursuant to the Sponsor Support Agreement. Our sponsor shall forfeit its shares at a value of $10 per
share, up to a maximum value of $35 million, to the extent Lifezone Metals would have less than $50 million of net cash from the PIPE
Investment (as defined in the Lifezone Business Combination Agreement) and the trust account after payment of certain transaction expenses,
as set forth in the Lifezone Business Combination Agreement. These shares will be forfeited first from the Sponsor Earn-Out Shares subject
to vesting at the $16 level and then those subject to vesting at the $14 level, until there are no Sponsor Earn-Out Shares remaining,
and thereafter, from Lifezone Metals ordinary shares that our sponsor would have received as transaction consideration. An equivalent
number of Lifezone Metals ordinary shares will be issued to the LHL Shareholders at the Share Acquisition Closing.
The foregoing summary of the
Sponsor Support Agreement is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, which is attached
as Exhibit 10.8 hereto and the terms of which are incorporated herein by reference.
Lock-Up Agreements
In connection with the Share
Acquisition Closing, certain key shareholders of LHL (the “Key LHL Shareholders”) will enter into agreements (the “LHL
Shareholder Lock-Up Agreements”) providing that the Key LHL Shareholders will not, subject to certain exceptions (including the
payment of taxes arising from the proposed transactions), transfer any Restricted Securities (as defined in the LHL Shareholder Lock-Up
Agreements) during the period commencing from the Share Acquisition Closing Date until 180 days after the Share Acquisition Closing Date.
In connection with the Share
Acquisition Closing, our sponsor will enter into the Sponsor Lock-Up Agreement providing that it will not, subject to certain exceptions,
transfer (i) Phase I Lock-up Shares (as defined below) until the date that is 60 days after the Share Acquisition Closing Date and (ii)
Phase II Lock-up Shares (as defined below) until the date that is 180 days after the Share Acquisition Closing Date. For purposes of the
Sponsor Lock-Up Agreement, “Phase I Lock-up Shares” means the number of Lifezone Metals ordinary shares that are received
by our sponsor in exchange for the number of the Company’s Class A ordinary shares held by our sponsor immediately prior to the
effective time of the Merger (the “Merger Effective Time”), and “Phase II Lock-up Securities” means any Lifezone
Metals ordinary shares and any warrants to purchase Lifezone Metals ordinary shares that are held by our sponsor following the Merger
Closing Date, other than Phase I Lock-up Shares or Lifezone Metals ordinary shares acquired in the PIPE Investment.
The foregoing summary of the
LHL Shareholder Lock-Up Agreements and Sponsor Lock-Up Agreement are qualified in its entirety by reference to the full text of the form
of the LHL Shareholder Lock-Up Agreement and the form of the Sponsor Lock-Up Agreement and, which are attached as Exhibit 10.9 and 10.10
hereto, respectively, and the terms of which are incorporated herein by reference.
PIPE Subscription Agreements
Concurrently with the execution
of the Lifezone Business Combination Agreement, the Company and Lifezone Metals entered into subscription agreements (the “Subscription
Agreements”) with certain institutional and accredited investors, pursuant to which such investors agreed to subscribe for and purchase,
and Lifezone Metlas agreed to issue and sell to such investors, at the Closing Date (as defined in the Subscription Agreements), an aggregate
of 7,017,317 Lifezone Metals ordinary shares for $10.00 per share, for aggregate gross proceeds of $70,173,170.00 (the “PIPE Financing”).
The Subscription Agreements provide that Lifezone Metals will grant the investors in the PIPE Financing certain customary registration
rights. The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the LHL
Transactions.
The foregoing description
of the Subscription Agreements and the PIPE Financing is subject to and qualified in its entirety by reference to the full text of the
forms of Subscription Agreements, copies of which are attached as Exhibit 10.11 and Exhibit 10.12 hereto, respectively, and the terms
of which are incorporated herein by reference.
New Registration Rights Agreement
The Lifezone Business Combination
Agreement contemplates that, at the Share Acquisition Closing, Lifezone Metals, certain LHL equityholders, certain Company equityholders,
our sponsor and the Company will enter into the New Registration Rights Agreement, pursuant to which Lifezone Metals will agree to register
for resale certain shares of Lifezone Metals ordinary shares and other equity securities of Lifezone Metals that are held by the parties
thereto from time to time. Pursuant to the New Registration Rights Agreement, Lifezone Metals will agree to file a shelf registration
statement registering the resale of all of the Registrable Securities (as defined in the New Registration Rights Agreement) no later than
30 days of the Share Acquisition Closing. Lifezone Metals also agreed to provide customary “piggyback” registration rights,
subject to certain requirements and customary conditions. The New Registration Rights Agreement also provides that Lifezone Metals will
pay certain expenses relating to such registrations and indemnify the shareholders against certain liabilities.
The foregoing summary of
the New Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of New Registration Rights
Agreement, which is attached as Exhibit 10.13 hereto and the terms of which are incorporated herein by reference.
Warrant Assumption Agreement
The Lifezone Business Combination
Agreement contemplates that, immediately prior to the Merger Effective Time, the Company and Continental will enter into an Assignment,
Assumption and Amendment Agreement (the “Warrant Assumption Agreement”), which amends that certain Warrant Agreement, dated
as of October 20, 2021, by and between the Company and Continental, as warrant agent (the “Existing Warrant Agreement”), pursuant
to which (a) the Company will assign to Lifezone Metals, and Lifezone Metals will assume, all of the Company’s right, title and
interest in and to the Existing Warrant Agreement and (b) each warrant of the Company shall be modified to no longer entitle the holder
to purchase the Company’s ordinary shares and instead acquire an equal number of Lifezone Metals ordinary shares per warrant of
the Company.
The foregoing summary of
the Warrant Assumption Agreement is qualified in its entirety by reference to the full text of the form of Warrant Assumption Agreement,
which is attached as Exhibit 10.14 hereto and the terms of which are incorporated herein by reference.
Market Opportunity
Concerns regarding climate
change are rapidly changing the global energy sector.
While efforts to infuse clean
and renewable sources into a fossil fuel-dominated world have been ongoing for decades, progress was stymied by clean energy’s
lower returns, higher costs and over-reliance on government subsidies and regulation. For years, wind and solar projects were considered
too expensive relative to coal and natural gas options.
Over the past decade, however,
the cost of wind and solar power has dropped to a competitive level, technologies have advanced and heightened environmental concerns
are highlighting clean energy benefits and driving new regulations and worldwide decarbonization plans. Since 2010, the cost of energy
has dropped by 82% for photovoltaic solar, by 47% for concentrated solar energy, by 39% for onshore wind and by 29% for wind offshore
according to the International Renewable Energy Agency.
As a result, we have seen
an acceleration in the energy transition away from a reliance on fossil fuels and toward a widespread acceptance of cleaner, more reliable
energy systems. In 2019, U.S. annual energy consumption from renewable sources exceeded coal consumption for the first time since before
1885 and electricity generated from renewable sources represented almost three quarters of new power capacity added in 2019. We believe
that we are leaving behind the 20th century of fossil fuels to become the 21st century of clean electrification,
where decarbonization of industrial sectors such as mining and manufacturing represent a massive untapped opportunity.
This energy transition is
likely to continue for decades, providing the potential to alter global economies and geopolitics, employ millions, and improve lives,
as electricity becomes more reliable and accessible around the world. Most recent supply chain disruptions have created new opportunity
set to de-bottleneck electrification supply chain.
Because it is in its infancy,
the energy transition industry is currently a highly fragmented and rapidly evolving segment that stands to benefit from exponential
disruptive growth in the coming years. Today, hundreds of private companies in the energy transition sector are being aided by a confluence
of positively changing marketplace dynamics, emerging clean technological solutions, social and customer demands for clean energy, and
increasing government policy support around the world.
Our objective is to facilitate
capital access to companies that are contributing to energy transition, understanding that we are in the early stages of this disruption,
and must first bridge the gap between traditional and green energy. As a result, we will focus on products, technologies or services
sold to utilities, developers or industrial companies, including, but not limited to, technologies for carbon sequestration.
As more intermittent power
such as wind or solar are added to the electric grid, erratic electricity prices become more common. Investment in utility-scale power
storage solutions, or innovative large-scale battery technology is needed. This is starting to occur. The U.S. Energy Information
Administration reported that, between 2010 and the end of 2018, utility scale battery storage systems increased power capacity by almost
15x and energy capacity by almost 59x. Meanwhile, lithium-ion battery pack prices have fallen 89% in real terms between 2010 and
2020, according to BloombergNEF, facilitating continued capacity expansion. Over the last decade most investments in battery technology
were geared towards high power density battery solutions used in mobility. Our team sees new utility scale storage technologies emerging
in the near future that will help to solve the problem of grid reliability in a safe way as renewables intermittent generation continues
to augment baseload conventional generation.
The quest for carbon neutrality
and reduced carbon emissions will remain a global priority for years to come, and breakthrough technologies will be critical to that
success. We believe that companies operating in and contributing to this critical energy transition will continue to need and benefit
from broader access to public capital markets as that dynamic proceeds.
Business Strategy and Deal Origination
Our business strategy is
to identify and complete our initial business combination with a business that can benefit from the strategic, operational and transactional
experience of our management team. We believe that our management team is well positioned to identify attractive business combination
opportunities in industries related to energy transition as well as in broader disruptive technology sectors, which provide an opportunity
for transformational growth driven by de-carbonization.
Our acquisition and value
creation strategy has been and will continue to be to identify and enter into a business combination with a business in the energy transition
sector and, after our initial business combination, enhance the shareholder returns for the post-combination business utilizing
the expertise of our management team, board, and executive advisors, many of whom are recognized experts in the energy transition sector.
Our business combination strategy will leverage the following attributes of our management team, board, and executive advisors:
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Broad network, proprietary
contacts, corporate relationships (including financing providers and investment market participants, private equity groups, renewables
developers, research institutes, think tanks supporting de-carbonization efforts around the world, investment banks, accounting
firms, target management teams and companies or individuals that represent sellers) and industry experience of our management team
and executive advisors developed through extensive experience in investing, operating, marketing and growing businesses in the energy
transition industry; |
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Ability to enact positive
transformation, attractive revenue and relationship growth, operational enhancements and efficiencies to grow shareholder value pre
and post business combination closing; |
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Augmentation of capabilities
surrounding capital allocation, and scaling up target technologies with utility customer base and/or solving issues related to the
reliability of the renewable energy sources operations on the utility scale. |
Our management team, board,
and executive advisors have reached out and will continue to reach out to their global networks to articulate our potential business
combination target search parameters and commence the pursuit and diligence of prospective leads.
We target businesses both
within the U.S. and internationally, which have scalable applications and global ambitions. The experience, maturity and judgment of
our management will guide our process.
We will need to obtain additional
financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public
shares upon completion of our initial business combination. We intend to acquire a business with an enterprise value significantly above
the net proceeds of our initial public offering and the sale of the placement units. Depending on the size of the transaction or the number
of public shares we become obligated to redeem, we may potentially utilize several additional financing sources, including but not limited
to the issuance of additional securities to the sellers of a target business, debt issued by banks or other lenders or the owners of the
target, a private placement to raise additional funds, or a combination of the foregoing.
If we are unable to complete
our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate
the trust account. In addition, following our initial business combination, if cash on hand is insufficient to meet our obligations or
our working capital needs, we may need to obtain additional financing.
Business Combination Criteria
Our management team and members
of the board of directors share a similar, growth-oriented and value-creating investment philosophy. We employ a proactive
acquisition strategy focused on companies that have demonstrated a potential for future growth through the deployment of emerging technologies.
We have identified the following
criteria that we believe are important in evaluating prospective target businesses. While we have used and will continue to use these
criteria and guidelines in evaluating acquisition opportunities, including the Lifezone Business Combination, we may decide to enter
into our initial business combination with a target business that meets some but not all of these criteria and guidelines. We seek to
acquire companies that we believe will have:
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The potential to have a
market capitalization of above $1 billion post the initial business combination closing; |
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Attractive risk-adjusted returns
for our warrant holders and shareholders; |
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Sustainable solutions that
have a strong environmental, social, governance component and enable carbon emission reduction/de-carbonization; |
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A business model with positive
environmental and social impact, taking into account stakeholders, employees and the community, without sacrificing a financial return
for our shareholders; |
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● |
A company that would benefit
from our management team’s operating expertise, technical expertise, structuring expertise, extensive network, insight and
capital markets expertise in energy transition; |
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The capability of taking
advantage of paradigm shifts created by growth of renewable generation in power generation mix and resulting power market dislocations
through the use of disruptive technologies; |
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Substantial growth potential
post the initial business combination closing; |
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Leading positions and barriers
of entry within the targeted industries that exhibit strong fundamentals; |
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Qualifications to be public
companies and to benefit from having a public currency in order to enhance their ability to pursue accretive acquisitions, high-return capital
projects, and/or strengthen their balance sheet; |
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The ability to capitalize
on unique or specialized technologies or business platforms; and |
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Value that has been discounted
or disregarded by the marketplace. |
While we use these criteria
in evaluating business combination opportunities, we may decide to enter into a business combination with a target business or businesses
that meets some but not all of these proposed criteria. These criteria are not intended to be exhaustive. Any evaluation relating to
the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines, as well as
other considerations, factors and criteria that our management team may deem relevant. If we do not complete the Lifezone Business Combination
and if we decide to enter into our initial business combination with a target business that meets some but not all of the above criteria
and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related
to our initial business combination, which, as discussed in this Report, would be in the form of tender-offer documents or proxy
solicitation materials that we would file with the SEC.
Effecting Our Initial Business Combination
General
We are not presently engaged
in, and we will not engage in, any operations until we consummate our initial business combination. We will effectuate our initial business
combination using cash from the proceeds of our initial public offering and the private placement, our equity, debt or a combination
of these as the consideration to be paid in our initial business combination.
If we pay for our initial
business combination using shares or debt securities, or we do not use all of the funds released from the trust account for payment of
the purchase price in connection with our business combination or for redemptions or purchases of our ordinary shares, we may apply the
balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations
of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination,
to fund the purchase of other businesses or assets or for working capital.
Although our management will
assess the risks inherent in a particular target business with which we may combine, including LHL, we cannot assure you that this assessment
will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our
control, meaning that we can do nothing to control or reduce the chances that those risks will adversely impact a target business.
We originally had up to 15
months from the closing of our initial public offering, or until January 25, 2022, to consummate an initial business combination. However,
our amended and restated memorandum and articles of association provide that we may, by resolution of our board if requested by our sponsor,
extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up
to 21 months, or until July 25, 2023, to complete a business combination), subject to the sponsor (or its affiliates or designees)
depositing into the trust account, on or prior to the applicable deadline, additional funds of $2,760,000, for each of the available
three-month extensions, for a total payment of up to $5,520,000. Any such payments would be made in the form of non-interest bearing
loans. If we complete our initial business combination, we will, at the option of our sponsor, repay such loaned amounts out of the proceeds
of the trust account released to us or convert a portion or all of the total loan amount into units at a price of $10.00 per unit, which
units will be identical to the placement units. If we do not complete a business combination, we will repay such loans only from funds
held outside of the trust account, if any such funds are available. We currently believe we will not have sufficient funds left outside
of the trust account to pay back such loans if our initial business combination is not completed. Our shareholders will not be entitled
to vote or redeem their shares in connection with any such extension. However, our shareholders will be entitled to vote and redeem their
shares in connection with a shareholder meeting held to approve an initial business combination or in a tender offer undertaken in connection
with such an initial business combination if we propose such a business combination during any three-month extension period.
In the event that we receive
notice from our sponsor five days prior to the deadline of its wish for us to effect an extension, we intend to issue a press release
announcing such intention at least three days prior to the deadline. In addition, we intend to issue a press release the day after the
deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or permitted designees are not
obligated to extend the time for us to complete our initial business combination. If we complete our initial business combination, we
would repay such loaned amounts out of the proceeds of the trust account released to us.
On January 18, 2023, our
sponsor requested that we extend the date by which we must consummate an initial business combination from January 25, 2023 to April
25, 2023. In connection with the Extension, on January 19, 2023, we issued the Extension Note in the principal amount of $2,760,000 to
our sponsor. Also on January 19, 2023, our sponsor deposited the Extension Payment of $2,760,000 (representing $0.10 per public share)
into the trust account. This deposit enabled the Company to implement the Extension. The Extension is the first of two three-month extensions
permitted under the Company’s governing documents as described above.
If we are unable to consummate
an initial business combination by April 25, 2023 (or July 25, 2023 if we fully extend the period of time to consummate our initial business
combination in accordance with the terms described in this Report), we will redeem 100% of the outstanding public shares for a pro rata
portion of the funds held in the trust account, 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, divided by the number of then outstanding public shares,
subject to applicable law and as further described herein, and then seek to dissolve and liquidate. We expect that the pro rata redemption
price to be approximately $10.35 per share as of December 31, 2022 (excluding $.10 per share as a result of the extension payment) and
such amount may be increased by $0.10 per public share for an additional three-month extension of our time to consummate our initial
business combination, as described in this Report, without taking into account any interest earned on such funds. However, we cannot assure
you that we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the claims
of our public shareholders.
The NYSE rules require that
our initial business combination be with one or more target businesses that together have a fair market value equal to at least 80% of
the net assets held in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time
that we sign definitive agreements in connection with our initial business combination. However, if our securities are not listed on
the NYSE or another securities exchange, we will no longer be subject to that requirement.
We may seek to raise additional
funds through a private offering of debt or equity securities to finance our initial business combination, and we may effectuate an initial
business combination using the proceeds of such offering rather than using the amounts held in the trust account. Subject to compliance
with applicable securities laws, we would consummate such financing only simultaneously with the consummation of our business combination.
In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or
proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by applicable law
or the NYSE, we would seek shareholder approval of such financing.
There are no prohibitions
on our ability to raise funds privately or through loans in connection with our initial business combination.
For more information regarding
the shares to be sold in connection with the Lifezone Business Combination, please see “Lifezone Business Combination” above.
Sources of Acquisition Candidates
Target business candidates
may be brought to our attention from various unaffiliated sources, including investment bankers, attorneys, accountants, venture capital
funds, private equity funds, leveraged buyout funds, management buyout funds, brokers and other members of the financial community and
corporate executives. These target candidates may present solicited or unsolicited proposals. We have expected and continue to expect
such sources to become aware that we are seeking a business combination candidate by a variety of means, including publicly available
information relating to our initial public offering, public relations and marketing efforts or direct contact by management following
the completion of our initial public offering.
Our officers and directors,
as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their contacts.
We may engage the services of professional firms or other individuals that specialize in business acquisitions, in which event we may
pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms
of the transaction. We will engage a finder only if our management determines that the use of a finder may bring opportunities to us
that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management
determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which
case any such fee will be paid out of the funds held in the trust account. In no event, however, will we pay our sponsor, officers, directors,
or executive advisors or any entities with which they are affiliated, any finder’s fee, consulting fee or other compensation prior
to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type
of transaction that it is); our officers, directors and executive advisors will have an economic interest in securities held by our sponsor.
However, the following payments are made to our sponsor, officers, directors, executive advisors, or our or their affiliates: (i) repayment
of loans that our sponsor, members of our management team, executive advisors or any of their respective affiliates or other third parties
may make to finance transaction costs in connection with an intended initial business combination (provided that if we do not consummate
an initial business combination, we may use working capital held outside the trust account to repay such loaned amounts, but no proceeds
from our trust account would be used for such repayment), (ii) payments to our sponsor or its affiliate of a total of $10,000 per
month for office space, administrative and support services, and (iii) reimbursements for any out-of-pocket expenses related
to identifying, investigation and completing an initial business combination. Although some of our officers and directors may enter into
employment or consulting agreements with the acquired business following our initial business combination, the presence or absence of
any such arrangements will not be used as a criterion in our selection process of an acquisition candidate.
We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors or their affiliates.
Additionally, we are not prohibited from partnering, submitting joint bids, or entering into any similar transaction with such persons
in the pursuit of an initial business combination. While LHL is not affiliated with our sponsor, officers or directors, in the event we
do not consummate the Lifezone Business Combination and we seek to complete an initial business combination with a company that is affiliated
with our sponsor, officers or directors, or we partner with such persons in our pursuit of an initial business combination, we, or a committee
of independent directors, would obtain an opinion from an independent investment banking firm or an independent accounting firm, that
such an initial business combination is fair to our shareholders from a financial point of view. Generally, such opinion is rendered to
a company’s board of directors and investment banking firms may take the view that shareholders may not rely on the opinion. Such
view will not impact our decision on which investment banking firm to hire.
Unless we consummate our
initial business combination with an affiliated entity, we are not required to obtain a financial fairness opinion from an independent
investment banking firm. If we do not obtain such an opinion, our shareholders will be relying on the judgment of our board of directors,
who will determine fair market value and fairness based on standards generally accepted by the financial community. The application of
such standards would involve a comparison, from a valuation standpoint, of our business combination target to comparable public companies,
as applicable, and a comparison of our contemplated transaction with such business combination target to other then-recently announced
comparable private and public company transactions, as applicable. The application of such standards and the basis of our board of directors’
determination will be discussed and disclosed in our tender offer or proxy solicitation materials, as applicable, related to our initial
business combination.
Other Acquisition Considerations
Members of our management
team directly or indirectly own our ordinary shares and/or placement units, and, accordingly, have a conflict of interest in determining
whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each
of our officers and directors will have a conflict of interest with respect to evaluating a particular business combination if the retention
or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our
initial business combination.
Each of our directors and
officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations
to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity.
Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an
acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he
or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and
only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide
that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered
to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or
officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable
for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would
materially undermine our ability to complete our business combination.
In addition, our sponsor,
officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior
to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in
determining whether to present business combination opportunities to us or to any other blank check company with which they may become
involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review
any potential conflicts of interest on a case-by-case basis.
Initial Business Combination
The NYSE rules require that
our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to
at least 80% of the net assets held in the trust account (less any deferred underwriting commissions and taxes payable on interest earned)
at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not
able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent
investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to
acquire or an independent accounting firm with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses
in unrelated industries in conjunction with our initial business combination.
We anticipate structuring
our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire
100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination
such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order
to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business
combination if the post-transaction company owns or acquires 50% or more of the 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. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders
prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations
ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a
substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In
this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of
new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares
subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses
are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what
will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business,
the 80% of net assets test will be based on the aggregate value of all of the target businesses. Based on the valuation analysis of our
management and board of directors, we have determined that the fair market value of LHL was substantially in excess of 80% of the funds
in the trust account and that the 80% test was therefore satisfied.
We have filed a Registration
Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result,
we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15
to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business
combination.
Status as a Public Company
We believe our structure as
a public company makes us an attractive business combination partner to target businesses, such as LHL. As an existing public company,
we offer a target business an alternative to the traditional initial public offering through a merger or other business combination. In
this situation, the owners of the target business would exchange their shares or other equity interests in the target business for our
shares or for a combination of our shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. See
“Lifezone Business Combination” above for more information about such share exchange in the Lifezone Business Combination.
Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method
a more certain and cost effective method to becoming a public company than the typical initial public offering. In a typical initial public
offering, there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same
extent in connection with a business combination with us.
Furthermore, once a proposed
business combination is completed, such as the Lifezone Business Combination, the target business will have effectively become public,
whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general
market conditions, which could delay or prevent the offering from occurring. Once public, we believe the target business would then have
greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests. It
can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented
employees.
While we believe that our
structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may
have a negative view of us since we are a blank check company, without an operating history, and there is uncertainty relating to our
ability to obtain shareholder approval of our proposed initial business combination and retain sufficient funds in our trust account
in connection therewith.
We are an “emerging
growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day
of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, or October 25, 2026, (b) in
which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated
filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end
of the second fiscal quarter of such fiscal year, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt
securities during the prior three-year period.
Additionally, we are a “smaller
reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain
reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain
a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds
$250 million as of the end of the second fiscal quarter of such fiscal year, or (2) our annual revenues exceeded $100 million
during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as
of the end of the second fiscal quarter of such fiscal year.
Financial Position
With funds available for a
business combination in the amount of $285,650,505 as of December 31, 2022 before fees and expenses associated with our initial business
combination, we offer a target business such as a LHL a variety of options such as creating a liquidity event for its owners, providing
capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because
we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing,
we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target
business to fit its needs and desires.
See “Lifezone Business
Combination” above for more information on the financing in the Lifezone Business Combination.
Effecting Our Initial Business Combination
We are not presently engaged
in, and we will not engage in, any operations until we consummate our initial public combination. We will effectuate our initial business
combination using cash from the proceeds of our initial public offering and the private placement of the placement units, our shares,
debt or a combination of these as the consideration to be paid in our initial business combination. We may, although we do not currently
intend to, seek to complete our initial business combination with a company or business that may be financially unstable or in its early
stages of development or growth, start-up companies or companies with speculative business plans or excess leverage, which would
subject us to the numerous risks inherent in such companies and businesses.
If our initial business combination
is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration
in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance
of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations
of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business
combination, to fund the purchase of other businesses or assets or for working capital.
We may seek to raise additional
funds through a private offering of debt or equity securities in connection with the completion of our initial business combination,
and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the
trust account.
In the case of an initial
business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing
the business combination would disclose the terms of the financing and, only if required by applicable law or stock exchange listing
requirements, we would seek shareholder approval of such financing. There are no prohibitions on our ability to raise funds privately
or through loans in connection with our initial business combination.
For more information regarding
the financing of the Lifezone Business Combination and the related agreements, please see “Lifezone Business Combination”
above.
Selection of a Target Business and Structuring
of Our Initial Business Combination
The NYSE rules require that
our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to
at least 80% of the net assets held in the trust account (less any deferred underwriting commissions and taxes payable on interest earned)
at the time of our signing a definitive agreement in connection with our initial business combination. The fair market value of the target
or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community,
such as discounted cash flow valuation or value of comparable businesses. Our shareholders will be relying on the business judgment of
our board of directors, which will have significant discretion in choosing the standard used to establish the fair market value of the
target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed
in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.
If our board is not able
to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent
investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to
acquire or an independent accounting firm, with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses
in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually
unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to
effectuate our initial business combination with another blank check company or a similar company with nominal operations.
In any case, we will only
complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or
otherwise acquire 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 own or acquire less than 100% of the equity interests or assets of a target business or businesses,
the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be valued for
purposes of the 80% of net assets test.
To the extent we effect our
initial business combination with a company or business that may be financially unstable or in its early stages of development or growth
we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks
inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
In evaluating a prospective
target business, such as LHL, we conduct a thorough due diligence review which encompasses, among other things, meetings with incumbent
management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information
which will be made available to us.
Any costs incurred with respect
to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed
will result in our incurring losses and will reduce the funds we can use to complete another business combination.
Lack of Business Diversification
For an indefinite period
of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance
of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or
several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in
a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:
|
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subject us to negative
economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry
in which we operate after our initial business combination; and |
|
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cause us to depend on the
marketing and sale of a single product or limited number of products or services. |
Limited Ability to Evaluate the Target’s
Management Team
Although we closely scrutinize
the management of a prospective target business, including the management of LHL, when evaluating the desirability of effecting our initial
business combination with that business and plan to continue to do so if the Lifezone Business Combination is not consummated and we seek
other business combination opportunities, our assessment of the target business’s management may not prove to be correct. In addition,
the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future
role of members of our management team, if any, in the target business cannot presently be stated with any certainty. Michael Sedoy, CFO
of GoGreen Investments Corp will become Interim CFO of LifeZone Metals. John Dowd, CEO and Govind Friedland, COO of GoGreen Investments
Corp will join LifeZone Metals Board. While it is possible that one or more of our directors will remain associated in some capacity with
us following our initial business combination, including the Lifezone Business Combination, it is unlikely that any of them will devote
their full efforts to our affairs subsequent to our initial business combination.
We cannot assure you that
any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether
any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
Following a business combination,
we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we
will have the ability to recruit additional managers, or that such additional managers will have the requisite skills, knowledge or experience
necessary to enhance the incumbent management.
Shareholders May Not Have the Ability to Approve
Our Initial Business Combination
We may conduct redemptions
without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum
and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange rule (as
is the case in the Lifezone Business Combination), or we may decide to seek shareholder approval for business or other legal reasons.
Under the NYSE’s listing
rules, shareholder approval would be required for our initial business combination if, for example:
|
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we issue ordinary shares
that will be equal to or in excess of 20% of the number of Class A ordinary shares then outstanding (other than in a public
offering); |
|
● |
any of our directors, officers
or substantial shareholders (as defined by NYSE rules) has a 5% or greater interest (or such persons collectively have a 10% or greater
interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance
of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5% or more; or |
|
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the issuance or potential
issuance of ordinary shares will result in our undergoing a change of control. |
See “Lifezone Business
Combination” above for more information regarding the requisite approvals needed in the Lifezone Business Combination.
Permitted Purchases of Our Securities
In the event we seek shareholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant
to the tender offer rules, our sponsor, directors, officers or their affiliates may purchase shares in privately negotiated transactions
or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number
of shares such persons may purchase, subject to compliance with applicable law and NYSE rules. However, they have no current commitments,
plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the
event our sponsor, directors, officers or their affiliates determine to make any such purchases at the time of a shareholder vote relating
to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction.
None of the funds in the trust account will be used to purchase shares in such transactions. They will not make any such purchases when
they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by
Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such shareholder, although still
the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
We have adopted an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout
periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal
counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan,
as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such
circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is
not necessary.
In the event that our sponsor,
directors, officers or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already
elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their
shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules
under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if
the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with
such rules.
The purpose of such purchases
would be to (i) reduce the number of public shares outstanding or (ii) to satisfy a closing condition in an agreement with
a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination,
where it appears that such requirement would otherwise not be met. This may result in the completion of our initial business combination
that may not otherwise have been possible.
In addition, if such purchases
are made, the public “float” of our ordinary shares may be reduced and the number of beneficial holders of our securities
may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities
exchange.
Our sponsor, officers, directors
and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors or their affiliates
may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests
submitted by shareholders following our mailing of proxy materials in connection with our initial business combination. To the extent
that our sponsor, officers, directors or their affiliates enter into a private purchase, they would identify and contact only potential
selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against
the business combination. Such persons would select the shareholders from whom to acquire shares based on the number of shares available,
the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share
paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its
shares in connection with our initial business combination. Our sponsor, officers, directors or their affiliates will only purchase shares
if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. Any public shares purchased
by our sponsor or our directors, officers or advisors, or their respective affiliates in privately negotiated transactions will not (i)
be purchased at a price higher than the price offered through the redemption process, (ii) be voted in favor of the initial business
combination or (iii) have redemption rights, and if such public shares do have redemption rights then such rights will be waived by our
sponsor or our directors, officers or advisors, or their respective affiliates.
Any purchases by our sponsor,
officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only
be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for
manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements
that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their
affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of
the Exchange Act.
Redemption Rights for Public Shareholders
Upon Completion of Our Initial Business Combination
We will provide our public shareholders
with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination, such
as the Lifezone Business Combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account calculated as of two business days prior to the consummation of the initial business combination, including interest (which
interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described
herein. As of December 31, 2022, the amount in the trust account was approximately $10.35 per share (excluding $.10 per share as a result
of the extension payment) and such amount may be increased by $0.10 per share if we extend the time we have to consummate our initial
business combination by an additional three months, as described in this Report. The per-share amount we will distribute to investors
who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption
rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Our sponsor,
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights
with respect to their founder shares and any public shares they may hold in connection with (i) the completion of our initial business
combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association
(A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right
to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not
complete our initial business combination by April 25, 2023 (or July 25, 2023 if we fully extend the period of time to consummate our
initial business combination in accordance with the terms described in this Report) or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares.
Manner of Conducting Redemptions
We will provide our public
shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial
business combination, including the Lifezone Business Combination, either (i) in connection with a general meeting called to approve
the business combination (as is the case in the Lifezone Business Combination) or (ii) if the Lifezone Business Combination is not
consummated, by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination
or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing
of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange
listing requirement. Under the NYSE rules, asset acquisitions and share purchases would not typically require shareholder approval while
direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding
ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval.
We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval
is required by applicable law or stock exchange listing requirements or we choose to seek shareholder approval for business or other
legal reasons. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with the NYSE
rules.
If a shareholder vote is
not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and
restated memorandum and articles of association:
|
● |
conduct the redemptions
pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
|
● |
file tender offer documents
with the SEC prior to completing our initial business combination which contain substantially the same financial and other information
about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which
regulates the solicitation of proxies. |
Upon the public announcement
of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to
purchase our Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to comply
with Rule 14e-5 under the Exchange Act.
In the event we conduct redemptions
pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)
under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender
offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of
public shares which are not purchased by our sponsor, which number will be based on the requirement that we will only redeem our public
shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of
our initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC’s
“penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating
to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the
tender offer and not complete the initial business combination.
If, however, shareholder
approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval
for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association:
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● |
conduct the redemptions
in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of
proxies, and not pursuant to the tender offer rules; and |
|
● |
file proxy materials with
the SEC. |
We expect that a final proxy
statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft
proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption
if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply
with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able
to maintain our NYSE listing or Exchange Act registration.
In the event that we seek
shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our
public shareholders with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval,
we will complete our initial business combination only if we receive the approval of an ordinary resolution under Cayman Islands law,
which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such
case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted
transferees will agree) to vote any founder shares held by them and any public shares purchased during or after our initial public offering
in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination,
our sponsor and its permitted transferees will own approximately 22.98% of our issued and outstanding ordinary shares entitled to vote
thereon. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed
transaction. In addition, our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of a
business combination.
Our amended and restated
memorandum and articles of association provide that we will only redeem our public shares so long as (after such redemption) our net
tangible assets will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of
the deferred underwriting commission (so that we are not subject to the SEC’s “penny stock” rules). Redemptions of
our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our
initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the
target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the
retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate
cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any
amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of
cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted
for redemption will be returned to the holders thereof.
See “Lifezone Business
Combination” above for more information regarding the requisite approvals needed for the Lifezone Business Combination.
Limitation on Redemption Upon Completion of
Our Initial Business Combination if We Seek Shareholder Approval
Notwithstanding the foregoing,
if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that
a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert
or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights
with respect to Excess Shares (as defined below). We believe this restriction will discourage shareholders from accumulating large blocks
of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business
combination as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market
price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares
sold in our initial public offering (“Excess Shares”) could threaten to exercise its redemption rights if such holder’s
shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable
terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering, we believe
we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business
combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a
minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their
shares (including Excess Shares) for or against our initial business combination. Our sponsor, officers and directors have, pursuant
to a letter agreement entered into with us, waived their right to have any founder shares or public shares held by them redeemed in connection
with (i) our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum
and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A
ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our
public shares if we do not complete our initial business combination by April 25, 2023 (or by July 25, 2023 if we fully extend the period
of time to consummate our initial business combination in accordance with the terms described in this Report) or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares. Unless any of our other affiliates acquires
founder shares through a permitted transfer from an initial holder, and thereby becomes subject to the letter agreement, no such affiliate
is subject to this waiver. However, to the extent any such affiliate acquires public shares in our initial public offering or thereafter
through open market purchases, it would be a public shareholder and restricted from seeking redemption rights with respect to any Excess
Shares.
See “Lifezone Business
Combination” above for more information regarding the requisite approvals needed for the Lifezone Business Combination.
Tendering Share Certificates in Connection
With a Tender Offer or Redemption Rights
We may require our public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents, or up to
two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or
to deliver their shares to the transfer agent electronically using the DWAC System, rather than simply voting against the initial business
combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with
our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements, which
will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public
shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two
days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes
to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business
days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior
to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance
of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the
relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.
There is a nominal cost associated
with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.
The transfer agent will typically charge the tendering broker $100.00 and it would be up to the broker whether or not to pass this cost
on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption
rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of
when such delivery must be effectuated.
The foregoing is different
from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations,
many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and
a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking
to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to
arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option
window” after the completion of the business combination during which he or she could monitor the price of the company’s
shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before
actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were
aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the
business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior
to the general meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved.
Any request to redeem such
shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the general meeting
set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with
an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder
may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to
be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our
initial business combination.
If our initial business combination
is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be
entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates
delivered by public holders who elected to redeem their shares.
If the Lifezone Business
Combination is not completed, we may continue to try to complete a business combination with a different target until April 25, 2023
(or July 25, 2023 if we fully extend the period of time to consummate our initial business combination in accordance with the terms described
in this Report).
Redemption of Public Shares and Liquidation
if no Initial Business Combination
Our sponsor, officers and
directors have agreed that we will have until April 25, 2023 (or July 25, 2023 if we fully extend the period of time to consummate our
initial business combination in accordance with the terms described in this Report) to complete our initial business combination. If
we are unable to complete the Lifezone Business Combination or another initial business combination by April 25, 2023 (or July 25, 2023
if we fully extend the period of time to consummate our initial business combination in accordance with the terms described in this Report),
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 (less up to $100,000 of interest to pay dissolution expenses (which interest
shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect
to our warrants, which will expire worthless if we fail to complete our initial business combination by April 25, 2023 (or July 25, 2023
if we fully extend the period of time to consummate our initial business combination in accordance with the terms described in this Report).
Our sponsor, officers and
directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions
from the trust account with respect to their founder shares if we fail to complete our initial business combination by April 25, 2023
(or by July 25, 2023 if we fully extend the period of time to consummate our initial business combination in accordance with the terms
described in this Report). However, if our sponsor, officers or directors acquire public shares after our initial public offering, they
will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial
business combination by April 25, 2023 (or July 25, 2023 if we fully extend the period of time to consummate our initial business combination
in accordance with the terms described in this Report).
Our sponsor, officers and
directors have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment to our amended and restated
memorandum and articles of association that would (i) modify the substance or timing of our obligation to provide holders of our
Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem
100% of our public shares if we do not complete our initial business combination by April 25, 2023 (or by July 25, 2023 if we fully extend
the period of time to consummate our initial business combination in accordance with the terms described in this Report) or (ii) with
respect to the other provisions relating to shareholders’ rights or pre-business combination activity, unless we provide our
public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net
of taxes payable) divided by the number of then outstanding public shares. However, we will only redeem our public shares so long as
(after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of our initial business
combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC’s “penny stock”
rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy
the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public
shares.
If we do not consummate our
initial business combination by the deadline set forth in our amended and rested memorandum and articles of association, we expect that
all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from
amounts remaining out of the $18,810 of proceeds held outside the trust account as of December 31, 2022, although we cannot assure you
that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated
with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay
taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs
and expenses.
If we were to expend all of the
net proceeds of our initial public offering and the sale of the placement units, other than the proceeds deposited in the trust account,
and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders
upon our dissolution would be approximately $10.35 as of December 31, 2022 (excluding $.10 per share as a result of the extension payment).
The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority
than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders
will not be substantially less than $10.35 (excluding $.10 per share as a result of the extension payment). While we intend to pay such
amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
Although we will seek to have
all third parties (other than our independent auditors), prospective target businesses or other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit
of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that
they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary
responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain
an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to
execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives
available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such
third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where
we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise
or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or
in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such
entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or
agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are
unable to complete our initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection
with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may
be brought against us within the 10 years following redemption. Our sponsor has agreed that it will be liable to us if and to the
extent any claims by a third-party (other than our independent auditors) for services rendered or products sold to us, or a prospective
target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to
below (i) $10.35 per public share as of December 31, 2022 (excluding $.10 per share as a result of the extension payment) or (ii) such
lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in
value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by
a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity
of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the
event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent
of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy
their indemnity obligations and believe that our sponsor’s only assets are securities of our company. None of our other officers
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds
in the trust account are reduced below (i) $10.35 per public share (excluding $.10 per share as a result of the extension payment) or
(ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to
reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor
asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular
claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.
While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification
obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any
particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption
price will not be substantially less than $10.35 per share (excluding $.10 per share as a result of the extension payment).
We seek to reduce the possibility
that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all third parties (other
than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us
waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable
as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities
under the Securities Act. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities
is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. As of December
31, 2022, the amount held outside of the trust account was $18,810.
If we file a bankruptcy or insolvency
petition or an involuntary bankruptcy insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account
could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties
with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you
we will be able to return $10.35 per share (excluding $.10 per share as a result of the extension payment) to our public shareholders.
Additionally, if we file a bankruptcy insolvency petition or an involuntary bankruptcy insolvency petition is filed against us that is
not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either
a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy insolvency court could seek
to recover all amounts received by our shareholders. Furthermore, our board may be viewed as having breached its fiduciary duty to our
creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public
shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought
against us for these reasons.
Our public shareholders will
be entitled to receive funds from the trust account only upon the earlier of (i) the completion of our initial business combination,
(ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated
memorandum and articles of association to (A) modify the substance or timing of our obligation to provide holders of our Class A
ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our
public shares if we do not complete our initial business combination by April 25, 2023 (or by July 25, 2023 if we fully extend the period
of time to consummate our initial business combination in accordance with the terms described in this Report) or (B) with respect
to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption
of all of our public shares if we are unable to complete our initial business combination by April 25, 2023 (or by July 25, 2023 if we
fully extend the period of time to consummate our initial business combination in accordance with the terms described in this Report),
subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account.
In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection
with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share
of the trust account. Such shareholder must have also exercised its redemption rights described above.
Amended and Restated Memorandum and Articles
of Association
Our amended and restated
memorandum and articles of association contain certain requirements and restrictions relating to our initial public offering that will
apply to us until the consummation of our initial business combination. If we seek to amend any provisions of our amended and restated
memorandum and articles of association relating to shareholders’ rights or pre-business combination activity, we will provide
dissenting public shareholders with the opportunity to redeem their public shares in connection with any such vote. Our sponsor, officers
and directors have agreed to waive any redemption rights with respect to their founder shares and public shares in connection with the
completion of our initial business combination. Specifically, our amended and restated memorandum and articles of association provide,
among other things, that:
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prior to the consummation
of our initial business combination, we shall either (1) seek shareholder approval of our initial business combination at a
general meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for
or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account,
including interest (which interest shall be net of taxes payable) or (2) provide our public shareholders with the opportunity
to tender their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to
their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net
of taxes payable) in each case subject to the limitations described herein; |
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we will consummate our
initial business combination only if we have net tangible assets of at least $5,000,001 either prior to or upon such consummation
and, solely if we seek shareholder approval, we receive the approval of an ordinary resolution under Cayman Islands law, which requires
the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company; |
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if our initial business
combination is not consummated by April 25, 2023 (or by July 25, 2023 if we extend the period of time to consummate our initial business
combination in accordance with the terms described in this Report), then our existence will terminate and we will distribute all
amounts in the trust account; and |
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prior to our initial business
combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the
trust account or (ii) vote on any initial business combination. |
These provisions cannot be
amended without the approval of a special resolution under Cayman Islands law, which requires the approval of holders of at least two-thirds of
our ordinary shares who attend and vote in a general meeting. In the event we seek shareholder approval in connection with our initial
business combination, our amended and restated memorandum and articles of association provide that we may consummate our initial business
combination only if approved by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of
the shareholders who attend and vote at a general meeting of the company.
Competition
In identifying, evaluating
and selecting a target business for our initial business combination, such as LHL, we have encountered and may continue to encounter intense
competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups
and leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have
extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors
possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses is limited by
our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business.
Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the
resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially
represent, may not be viewed favorably by certain target businesses. This may make it more difficult for us to consummate an initial business
combination with a target business. Any of these factors may place us at a competitive disadvantage in successfully negotiating an initial
business combination.
Conflicts of Interest
Each of our officers and
directors presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations
to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity.
Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an
acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he
or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and
only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide
that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered
to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or
officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable
for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would
materially undermine our ability to complete our business combination.
Indemnity
Our sponsor has agreed that it
will be liable to us if and to the extent any claims by a third-party (other than our independent auditors) for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the
amount of funds in the trust account to below (i) $10.35 per public share (excluding $.10 per share as a result of the extension payment)
or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due
to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any
claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under
our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities
Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible
to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds
to satisfy their indemnity obligations and believe our sponsor’s only assets are securities of our company. We have not asked our
sponsor to reserve for such obligations.
Employees
We currently have six officers.
Members of our management team are not obligated to devote any specific number of hours to our matters but they devote as much of their
time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that our officers
or any other members of our management team devotes in any time period varies based on the stage of the business combination process
we are in.
Periodic Reporting and Financial Information
Our units, Class A ordinary
shares, and warrants are registered under the Exchange Act, and as a result, we have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual
reports, including this Report, contain financial statements audited and reported on by our independent registered public auditors.
We will provide shareholders
with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials
sent to shareholders to assist them in assessing the target business. These financial statements may be required to be prepared in accordance
with, or be reconciled to, GAAP or IFRS, depending on the circumstances and the historical financial statements may be required to be
audited in accordance with the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may
acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal
proxy rules and complete our initial business combination within the prescribed time frame. While this may limit the pool of potential
acquisition candidates, we do not believe that this limitation will be material.
We are required to evaluate
our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in
the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to have our internal control procedures
audited. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal
controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase
the time and costs necessary to complete any such acquisition.
We have filed a Registration
Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result,
we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15
to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business
combination.
We are an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to
take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging
growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of
any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be
a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107
of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging
growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging
growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion
of our initial public offering, or October 25, 2026, (b) in which we have total annual gross revenue of at least $1.235 billion,
or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the end of the second fiscal quarter of such fiscal year, and (2) the date
on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
Exempted companies are Cayman
Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions
of the Companies Law. As an exempted company, we have applied for and have received a tax exemption undertaking from the Cayman Islands
government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of
20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits,
income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains
or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares,
debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution
of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation
of us.