Item 1. Business.
Introduction
We
are a blank check company incorporated in the Cayman Islands on January 7, 2021 for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer
to throughout this annual report as our initial business combination. We have reviewed a number of opportunities to enter into a business
combination. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company
is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost
entirely of cash.
Trine
II Acquisition Corp. is led by Leo Hindery, Jr. and Pierre M. Henry, who co-founded Trine Acquisition Corp. (“Trine I”) in
September 2018. Trine II is the second special purpose acquisition corporation (“SPAC”) in the Trine franchise. The two share
a vision of becoming long-term partners with category leading technology, media and telecommunications (“TMT”) management
teams in order to help them realize increased scale and differentiation in public markets. Trine II’s focus is again centered on
partnering with innovative and disruptive TMT companies based in North America and Europe, having successfully closed a business combination
between Trine I and Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal”) on December 9, 2020.
Our
office is located at 228 Park Avenue S., Ste 63482, New York, New York 10003 and our telephone number is (212) 503-2855. Our corporate
website address is www.trineacquisitioncorp.com. Our website and the information contained on, or that can be accessed through, the website
is not deemed to be incorporated by reference in, and is not considered part of, this annual report. You should not rely on any such
information in making your decision whether to invest in our securities.
Company
History
On
January 22, 2021, our sponsor purchased an aggregate of 12,218,750 Class B ordinary shares (the “Class B ordinary shares”
or “founder shares”) for an aggregate purchase price of $25,000, or approximately $0.002 per share. In February 2021, our
sponsor transferred 25,000 founder shares to each of Josephine Linden and Brian Deevy, David Dodson, Ric Fulop, Jason Kay, Jim Moran
and Jamie R. Seltzer, our independent directors, resulting in our sponsor holding 12,043,750 founder shares. On September 28, 2021, our
sponsor forfeited to us 3,593,750 founder shares. In November 2021, we effected a share capitalization with respect to our founder shares
and issued 1,725,000 founder shares. Immediately prior to the consummation of our IPO, our sponsor forfeited to us at no cost 1,500,000
founder shares in connection with the issuance of 1,500,000 founder shares to certain institutional accredited investors (none of which
are affiliated with any member of our management, our sponsor or any other sponsor co-investor), which we refer to as the “sponsor
co-investors”), resulting in our initial shareholders holding 8,850,000 founder shares. All share and per-share amounts have been
retroactively restated to reflect the stock dividends. The number of founder shares issued was based on the expectation that the founder
shares would represent 20% of the outstanding shares of our issued and outstanding ordinary shares upon completion of the initial public
offering (“IPO”).
On
November 5, 2021, we completed our IPO of 41,400,000 units at a price of $10.00 per unit (the “units”), generating gross
proceeds of $414,000,000. Each unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share, and
one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per
share, subject to certain adjustments.
Concurrently
with the completion of the IPO, our sponsor and two sponsor co-investors purchased an aggregate of 20,560,000 warrants (the “private
placement warrants”), generating gross proceeds of $20,560,000 in the aggregate. An aggregate of $422,280,000 from the proceeds
of the IPO and the private placement warrants was placed in a trust account (the “trust account”) such that the trust account
held $422,280,000 at the time of closing of the IPO. Each whole private placement warrant entitles the holder thereof to purchase one
Class A ordinary share at a price of $11.50 per share, subject to certain adjustments.
On
December 23, 2021, we announced that, commencing December 27, 2021, holders of the 41,400,000 units sold in the IPO may elect to separately
trade the Class A ordinary shares and the warrants included in the units. Those units not separated continued to trade on the New York
Stock Exchange (the “NYSE”) under the symbol “TRAQ.U” and the Class A ordinary shares and warrants that were
separated trade under the symbols “TRAQ” and “TRAQ.WS,” respectively.
Initial
Business Combination
So
long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that
together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting
commissions and taxes payable on the interest earned on the trust account) at the time of 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 an independent valuation or appraisal
firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent
determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or
experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s
assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction
involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or
necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business
meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business
or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However,
if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed
transaction will include such opinion.
We
anticipate structuring our initial business combination so that the post-business combination 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-business combination 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-business combination 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 of 1940, as amended, or the Investment Company Act. Even if the post-business
combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business
combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the
target and us in the business combination. 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-business combination 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 the 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. In addition, we have agreed not to enter into a definitive agreement
regarding an initial business combination without the prior consent of our sponsor. If our securities are not then listed on the NYSE
for whatever reason, we would no longer be required to meet the foregoing 80% of net asset 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. These risks include, among others,
investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense
competition and difficulties in obtaining and retaining key personnel. 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 and we may
not have adequate time to complete due diligence.
The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. 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.
Our
amended and restated memorandum of association requires the affirmative vote of a majority of our board of directors, which must include
a majority of our independent directors, to approve our initial business combination (or such other vote as the applicable law or stock
exchange rules then in effect may require).
Corporate
Information
We
are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman
Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received
a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision)
of the Cayman Islands, for a period of 30 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 will 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 will be payable (i) on
or in respect of our shares, debentures or other obligations or (ii) 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.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities
Act, as modified by the Jumpstart Our Business Startups Act of 2012, or 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 of 2002, or 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 IPO, (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 Class A ordinary shares that are held by non-affiliates exceeds
$700 million as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion
in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have
the meaning associated with it in the JOBS Act.
Additionally,
we are a “smaller reporting company” as defined in Item 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 that year’s second fiscal quarter, 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 prior June 30.
Financial
Position
With
funds available for a business combination in the amount of approximately $422,280,000 as of December 31, 2022, assuming no redemptions
and after payment of up to $14,449,000 of deferred underwriting fees, we offer a target business 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. However, we have not taken any steps to secure third party financing
and there can be no assurance it will be available to us.
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:
| ● | 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 |
| ● | 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 intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial
business combination with that business, 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. While it is possible
that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is highly
unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we
cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the
particular target business.
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
our initial 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 additional managers will have the requisite
skills, knowledge or experience necessary to enhance the incumbent management.
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 Class A ordinary shares upon the completion
of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account as of two business days prior to the consummation of the initial business combination, including interest (net of permitted withdrawals),
divided by the number of then outstanding public shares, subject to the limitations described herein. At completion of the business combination,
we will be required to purchase any public shares properly delivered for redemption and not withdrawn. The amount in the trust account
as of the closing of the IPO was $10.00 per public share. 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 right will include
the requirement that any beneficial owner on whose behalf a redemption right is being exercised 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 any founder shares and any public shares held by them in connection with the completion
of our initial business combination (the “letter agreement”).
Limitations
on redemptions
Our
amended and restated memorandum and articles of association provide that we will not redeem public shares that would cause our net tangible
assets to be less than US$5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules) or any
greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. However,
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.
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 either: (1) in connection with a shareholder meeting called to approve the business combination;
or (2) 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 applicable law or stock
exchange listing requirement. Asset acquisitions and stock 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 outstanding Class A ordinary shares
or seek to amend our amended and restated memorandum of association would typically require shareholder approval. If we structure a business
combination transaction with a target company in a manner that requires shareholder approval, we will not have discretion as to whether
to seek a shareholder vote to approve the proposed business combination. We currently intend to conduct redemptions pursuant to a shareholder
vote unless shareholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions
pursuant to the tender offer rules of the SEC for business or other reasons.
If
a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to
our amended and restated memorandum 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 and 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 number will be based on the requirement that we may not redeem public shares in an amount
that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 (so that
we do not then become 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 such 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 reasons, we will, pursuant to our amended and restated memorandum of association:
| ● | 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 a majority of the outstanding Class A ordinary
shares voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person
or by proxy of shares of outstanding Class A ordinary shares of the company representing a majority of the voting power of all Class
A ordinary shares of the company entitled to vote at such meeting. Our initial shareholders, officers and directors will count towards
this quorum and have agreed to vote any founder shares and any public shares held by them in favor of our initial business combination.
These quorum and voting thresholds and agreements, may make it more likely that we will consummate our initial business combination.
Each public shareholder may elect to redeem its public shares without voting, and if they do vote, 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 any founder shares and any public shares held by
them in connection with the completion of a business combination.
Our
amended and restated memorandum of association provides that in no event will we redeem our public shares in an amount that would cause
our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 (so that we do not then become
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: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for
working capital or other general corporate purposes; or (3) 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.
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 of association provides that
a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert
or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with
respect to more than an aggregate of 15% of the shares sold in the IPO, without our prior consent, which we refer to as the “Excess
Shares.” 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 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 the IPO could threaten to exercise
its redemption rights if such holder’s shares are not purchased by us or our sponsor or our 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 the IPO, 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.
Tendering
stock 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 to our transfer agent prior to the date set forth in the tender offer
documents or proxy materials mailed to such holders, 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 Depository
Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination
at the holder’s option. 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 any beneficial owner on whose behalf a redemption right is being exercised 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 business 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 Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System. The transfer agent will typically charge the tendering
broker $80.00 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 stock 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 shareholder 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 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 shareholder 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
our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different
target until the end of the completion window.
Redemption
of Public Shares and Liquidation if no Initial Business Combination
Our
amended and restated memorandum and articles of association provide that we have only until the expiration of the completion window to
consummate an initial business combination. References to the “completion window” are to (i) the 18-month period from
the closing of our IPO in which we must complete an initial business combination, (ii) the 21-month or the 24-month, as applicable,
period from the closing of our IPO in which we must complete an initial business combination if our sponsor has extended the period of
time for us to consummate our initial business combination by purchasing additional private placement warrants or (iii) such other extended
time period in which we must complete an initial business combination pursuant to an amendment to our amended and restated memorandum
and articles of association.
If
we have not consummated an initial business combination within the completion window, we will: (i) cease all operations except for the
purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned
on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to
pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate
and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire
worthless if we fail to consummate an initial business combination within the completion window. Our amended and restated memorandum
and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination,
we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not
more than ten business days thereafter, subject to applicable Cayman Islands law.
Our
sponsor and each member of our management team have entered into a letter agreement with us, pursuant to which they have agreed to waive
their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate
an initial business combination within the completion window (although they will be entitled to liquidating distributions from the trust
account with respect to any public shares they hold if we fail to complete our initial business combination within the completion window).
Our
sponsor and each member of our management team have agreed, pursuant to a letter agreement with us, that they will not propose any 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 within the completion window or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders
with the opportunity to redeem their public 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 earned on the funds held in the trust account and not previously
released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares. However, we may not redeem our
public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject
to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the
agreement relating to our initial business combination. 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, we would not proceed with the amendment or the related
redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether
proposed by our sponsor, any executive officer or director, or any other person.
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 held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay
dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.
If
we were to expend all of the net proceeds of our IPO and the sale of the private placement warrants, other than the proceeds deposited
in the trust account, and without taking into account interest, if any, earned on the trust account and any tax payments or expenses
for the discussion of the trust, the per-share redemption amount received by shareholders upon our dissolution would be $10.20. 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 less than $10.20. Please see “Item 1A. Risk Factors — If third parties bring claims against us, the proceeds held in
the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.20 per share”
and other risk factors included herein. 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 vendors, service providers (other than our independent registered public accounting firm), prospective target
businesses and 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. Marcum LLP, our independent registered public accounting firm, and the underwriter of the offering, will
not execute agreements with us waiving such claims to the monies held in the trust account. 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. In order to protect the amounts held in the trust
account, our sponsor has agreed that it will be liable to us if and to the extent any claims by (A) a third-party for services rendered
or products sold to us (other than our independent registered public accounting firm), or (B) a prospective target business with which
we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.20 per
public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account
if less than $10.20 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be
withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target
business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity
of the underwriters of our IPO 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, our sponsor will not be responsible to the extent of any liability for such
third-party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently
verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets
are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our
officers or directors 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 the lesser of (i) $10.20 per public share and (ii) the actual amount
per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.20 per public share
due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income
tax obligations, 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 less than $10.20 per public share. Please see “Item 1A. Risk Factors
— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption
amount received by shareholders may be less than $10.20 per share” and other risk factors included herein.
We
will 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 vendors, service providers (other than our independent registered public accounting firm), 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
the IPO against certain liabilities, including liabilities under the Securities Act. As of December 31, 2022, we had access to approximately
$545,940 outside the trust account with which to pay any such potential claims (including costs and expenses incurred in connection with
our liquidation, currently estimated to be no more than approximately $100,000). 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, however such liability will not be greater than the amount of funds from our trust account received
by any such shareholder.
If
we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,
the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy
or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any
bankruptcy or insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.20 per public share to
our public shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition
is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor
and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result,
a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors
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. Please see “Item 1A. Risk Factors
— If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek
to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors,
thereby exposing the members of our board of directors and us to claims of punitive damages.”
Our
public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares
if we do not complete our initial business combination within the completion window, (ii) in connection with a shareholder vote to amend
our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to 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 within the completion window or (B) with respect to
any other provision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares
for cash in connection with our initial business combination. Public shareholders who redeem their Class A ordinary shares in connection
with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon
the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination
within the completion window, with respect to such Class A ordinary shares so redeemed. 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. These provisions of our amended and restated memorandum and articles of association, like all provisions of our
amended and restated memorandum and articles of association, may be amended with a shareholder vote.
Amended
and Restated Memorandum of Association
Our
amended and restated memorandum of association contains certain requirements and restrictions relating to the IPO that will apply to
us until the consummation of our initial business combination. These provisions cannot be amended without a special resolution. As a
matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved by either (i) the affirmative
vote of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s
shareholders entitled to vote in person, or where proxies are allowed, by proxy at a general meeting for which notice specifying the
intention to propose the resolution as a special resolution has been given; or (ii) if so authorized by a company’s articles
of association, by a unanimous written resolution of all of the company’s shareholders. Other than as described above, our amended
and restated memorandum and articles of association provide that special resolutions must be approved either by at least two-thirds of
the shares voted at a general meeting of the company (i.e., the lowest threshold permissible under Cayman Islands law), or by
a unanimous written resolution of all of our shareholders.
Our
initial shareholders and their respective permitted transferees, if any, will participate in any vote to amend our amended and restated
memorandum and articles of association and will have the discretion to vote in any manner they choose. Specifically, our amended and
restated memorandum and articles of association provide, among other things, that:
| ● | If
we have not consummated an initial business combination within the completion window, we
will (i) cease all operations except for the purpose of winding up; (ii) as promptly
as reasonably possible but no more than ten business days thereafter, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account and
not previously released to us to pay our taxes that were paid by us or are payable by us,
if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number
of the then-outstanding public shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidation
distributions, if any); and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our board of directors,
liquidate and dissolve, subject in each case to our obligations under Cayman Islands law
to provide for claims of creditors and the requirements of other applicable law; |
| ● | Prior
to or in connection with our initial business combination, we may not issue additional securities
that would entitle the holders thereof to (i) receive funds from the trust account or
(ii) vote as a class with our public shares (a) on our initial business combination
or on any other proposal presented to shareholders prior to or in connection with the completion
of an initial business combination or (b) to approve an amendment to our amended and
restated memorandum and articles of association to (x) extend the time we have to consummate
a business combination beyond the prescribed time frame or (y) amend the foregoing provisions; |
| ● | Although
we do not intend to enter into a business combination with a target business that is affiliated
with our sponsor, our directors or our officers, we are not prohibited from doing so. In
the event we enter into such a transaction, we, or a committee of independent directors,
will obtain an opinion from independent investment banking firm or another independent entity
that commonly renders valuation opinions that such a business combination is fair to our
company from a financial point of view; |
| ● | If
a shareholder vote on our initial business combination is not required by applicable law
or stock exchange listing requirements and we do not decide to hold a shareholder vote for
business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and
Regulation 14E of the Exchange Act, and will file tender offer documents with the
SEC prior to completing our initial business combination which contain substantially the
same financial and other information about our initial business combination and the redemption
rights as is required under Regulation 14A of the Exchange Act; |
| ● | So
long as our securities are then listed on the NYSE, our initial business combination must
occur with one or more target businesses that together have an aggregate fair market value
of at least 80% of the assets held in the trust account (excluding the amount of deferred
underwriting discounts held in trust and taxes payable on the income earned on the trust
account) at the time of the agreement to enter into the initial business combination; |
| ● | If
our shareholders 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 within the completion window or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares,
we will provide our public shareholders with the opportunity to redeem all or a portion of
their ordinary shares upon such approval at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest earned on
the funds held in the trust account and not previously released to us to pay our taxes, if
any, divided by the number of the then-outstanding public shares, subject to the limitations
described herein; and |
| ● | We
will not effectuate our initial business combination solely with another blank check company
or a similar company with nominal operations. |
Certain
Potential Conflicts of Interest Relating to Our Officers and Directors
Certain
of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to
other entities. As a result, if any our officers or directors becomes aware of a business combination opportunity which is suitable for
an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under
Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity
to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded
from pursuing the same. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted
by applicable law: (i) no individual serving as a director or an officer shall have any duty, except to the extent expressly assumed
by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and
(ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter
which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
Furthermore,
our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period
in which we are seeking an initial business combination. As a result, our sponsor, officers and 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. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event
there is overlap among investment mandates. In addition, our sponsor, officers and directors are not required to commit any specified
amount of time or resources to our affairs and, accordingly, will have conflicts of interest in allocating management time and resources
among various business activities, including identifying potential business combinations and monitoring the related due diligence.
The
potential conflicts described above may limit our ability to enter into a business combination or other transactions. These circumstances
could give rise to numerous situations where interests may conflict.
There
can be no assurance that these or other conflicts of interest with the potential for adverse effects on the company and investors will
not arise.
Competition
In
identifying, evaluating and selecting a target business for our initial business combination, we may 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, public companies, 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 will be 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. Either of these factors may place us at a competitive disadvantage
in successfully negotiating an initial business combination.
Facilities
We
currently maintain our office at 228 Park Avenue S., Ste 63482, New York, NY 10003. The cost for this space is included in the $100,000
per month fee for office space, employee benefits and secretarial and administrative services, which includes approximately $41,667 per
month payable to the Company’s Chief Executive Officer and approximately $33,333 per month payable to the Company’s Chief
Financial Officer. We consider our current office space adequate for our current operations.
Human
Capital Management
We
currently have four executive officers. These individuals are not obligated to devote any specific number of hours to our matters but
they intend to devote as much of their time as they deem necessary to our affairs until the earlier of the completion of our initial
business combination or liquidation. The amount of time they will devote in any time period will vary based on whether a target business
has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend
to have any full time employees prior to the earlier of the completion of our initial business combination or liquidation.
Periodic
Reporting and Financial Information
Our
units, Class A ordinary shares and warrants are registered under the Exchange Act and we have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. The SEC maintains an internet site at http://www.sec.gov that contains
such reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. In accordance
with the requirements of the Exchange Act, our annual report contain financial statements audited and reported on by our independent
registered public accounting firm.
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 United States generally accepted accounting principles (“GAAP”)
or international financial reporting standards as promulgated by the international accounting standards board (“IFRS”), depending
on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public
Company Accounting Oversight Board (“PCAOB”). These financial statement requirements may limit the pool of potential target
businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial
statements in accordance with federal proxy rules and complete our initial business combination within the completion window. We cannot
assure you that any particular target business identified by us as a potential business combination candidate will have financial statements
prepared in accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance
with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed
target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will
be material.
We
will be 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 and no longer an emerging growth company
will we be required to have our internal control procedures audited. A target business 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
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
are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman
Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received
a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018
Revision) of the Cayman Islands, for a period of 30 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 will 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 will
be payable (i) on or in respect of our shares, debentures or other obligations or (ii) 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.
We
will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following November 5, 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 Class A Ordinary Shares that is held by non-affiliates exceeds $700 million as of the end of the
prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible
debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated
with it in the JOBS Act.
Additionally,
we are a “smaller reporting company” as defined in Item 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 prior June 30, 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 prior June 30.
Item 1A. Risk Factors.
An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this annual report, the prospectus associated with our IPO and the registration statement of
which such prospectus forms a part before making a decision to invest in our securities. If any of the following events occur, our business,
financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could
decline, and you could lose all or part of your investment.
Summary
of Risk Factors
Our
business is subject to numerous risks and uncertainties. These risks include, but are not limited to, risks associated with:
| ● | our
ability to complete our initial business combination, including risks arising from the uncertainty
resulting from the COVID-19 pandemic; |
| ● | our
public shareholders’ ability to exercise redemption rights; |
| ● | the
requirement that we complete our initial business combination within the completion window; |
| ● | the
possibility that NYSE may delist our securities from trading on its exchange; |
| ● | being
declared an investment company under the Investment Company Act; |
| ● | complying
with changing laws and regulations; |
| ● | the
performance of the prospective target business or businesses; |
| ● | our
ability to select an appropriate target business or businesses; |
| ● | the
pool of prospective target businesses available to us and the ability of our officers and
directors |
| ● | to
generate a number of potential business combination opportunities; |
| ● | the
issuance of additional Class A ordinary shares in connection with a business combination
that may dilute the interest of our shareholders; |
| ● | the
incentives to our sponsor, officers and directors to complete a business combination to avoid
losing their entire investment in us if our initial business combination is not completed; |
| ● | our
officers and directors allocating their time to other businesses and potentially having conflicts
of interest with our business or in approving our initial business combination; |
| ● | our
success in retaining or recruiting, or changes required in, our officers, key employees or
directors following our initial business combination; |
| ● | our
ability to obtain additional financing to complete our initial business combination; |
| ● | our
ability to amend the terms of warrants in a manner that may be adverse to the holders of
public warrants; |
| ● | our
ability to redeem your unexpired warrants prior to their exercise; |
| ● | our
public securities’ potential liquidity and trading; and |
| ● | provisions
in our amended and restated memorandum and articles of association and Cayman Islands law. |
Risks
Relating to Our Search for, and Consummation of or Inability to Consummate, an Initial Business Combination
Our
public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote,
holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though
a majority of our public shareholders do not support such a combination.
We
may choose not to hold a shareholder vote before we complete our initial business combination if the business combination would not require
shareholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target
business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder
approval to complete such a transaction. Except for as required by applicable law or stock exchange listing requirement, the decision
as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to
us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the
transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder
approval, the holders of our founder shares will participate in the vote. Accordingly, we may complete our initial business combination
even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.
If
we seek shareholder approval of our initial business combination, our sponsor and each member of our management team and the sponsor
co-investors have agreed to vote their founder shares in favor of such initial business combination, regardless of how our public shareholders
vote.
Our
initial shareholders and the sponsor co-investors have agreed to vote all of the founder shares they own in favor of an initial business
combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval, we will complete
our initial business combination only if we obtain the approval of an ordinary resolution. As a result, in addition to our initial shareholders’
and sponsor co-investors’ founder shares, we would need 15,525,001, or 37.5% (assuming all issued and outstanding shares are voted),
or 2,587,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 41,400,000 public shares
sold in our IPO to be voted in favor of an initial business combination in order to have our initial business combination approved. Accordingly,
if we seek shareholder approval of our initial business combination, the agreement by our sponsor and each member of our management team
and the sponsor co-investors to vote their founder shares in favor of our initial business combination will increase the likelihood that
we will receive the requisite shareholder approval for such initial business combination.
Your
only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your
right to redeem your shares from us for cash.
At
the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target
businesses. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders
may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, your
only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption
rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public
shareholders in which we describe our initial business combination.
The
ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business
combination targets, which may make it difficult for us to enter into a business combination with a target.
We
may seek to enter into a business combination agreement with a prospective target that requires as a closing condition that we have a
minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able
to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, we will not
redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become
subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained
in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests
would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described
above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business
combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction
with us.
The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete
the most desirable business combination or optimize our capital structure.
At
the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption
rights and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the
purchase price or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust
account to meet such requirements or arrange for third-party financing. In addition, if a large number of shares are submitted for redemption,
we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for additional third-party
financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher
than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to
us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted
for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to shareholders
who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions,
the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.
The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability
that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If
our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful
is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust
account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the
open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either
situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption
until we liquidate or you are able to sell your shares in the open market.
The
requirement that we consummate an initial business combination within the completion window may give potential target businesses leverage
over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business
combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial
business combination on terms that would produce value for our shareholders.
Any
potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate
an initial business combination within the completion window. Consequently, such target business may obtain leverage over us in negotiating
a business combination, knowing that if we do not complete our initial business combination with that particular target business, we
may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the
time frame described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination
on terms that we would have rejected upon a more comprehensive investigation.
Our
sponsor has the right to extend the term we have to consummate our initial business combination to up to 24 months from the closing of
our IPO without providing our shareholders with a corresponding redemption right.
We
will have until 18 months from the closing of our IPO to consummate our initial business combination. However, if we anticipate that
we may not be able to consummate our initial business combination within 18 months, we may, by resolution of our board of directors if
requested by our sponsor, extend the period of time we will have to consummate an initial business combination up to two times, each
by an additional 3 months (for a total of up to 24 months from the closing of our IPO), subject to our sponsor purchasing additional
private placement warrants. Our shareholders will not be entitled to vote on or redeem their shares in connection with any such extension.
Pursuant to the terms of our amended and restated memorandum and articles of association, in order to extend the completion window in
such a manner, our sponsor must purchase an additional 2,070,000 private placement warrants and deposit the $2,070,000 in proceeds from
such purchase of the private placement warrants into the trust account on or prior to the date of the applicable deadline, for each 3-month
extension of the completion window. Our sponsor has the option to accelerate its purchase of one or both halves of the up to 4,140,000
private placement warrants at any time prior to the consummation of our initial business combination with the same effect of extending
the completion window three or six months, as applicable. This feature is different than most other special purpose acquisition companies,
in which any extension of the completion window would require a vote of a special purpose acquisition company’s shareholders and,
in connection with such vote, such special purpose acquisition company’s shareholders would have the right to redeem their public
shares.
The
securities in which we invest the proceeds held in the trust account could bear a negative rate of interest, which could reduce the interest
income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received
by shareholders may be less than $10.20 per share.
The
funds in the trust account may only be invested in direct U.S. Treasury obligations having a maturity of 185 days or less, or in certain
money market funds which invest only in direct U.S. Treasury obligations. While short-term U.S. Treasury obligations currently yield
a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued
interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that
it may in the future adopt similar policies in the United States. In the event of very low or negative yields, the amount of interest
income (which we may withdraw to pay taxes, if any) would be reduced. In the event that we are unable to complete our initial business
combination, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any
interest income. If the balance of the trust account is reduced below $422,280,000 as a result of negative interest rates, the amount
of funds in the trust account available for distribution to our public shareholders may be reduced below $10.20 per share.
If
we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, executive officers, advisors
or any of their respective affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business
combination and reduce the public “float” of our Class A ordinary shares or public warrants.
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 sponsor, initial shareholders, directors, executive officers, advisors or any of
their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either
prior to or following the completion of our initial business combination, although they are under no obligation to do so. 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. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions.
In
the event that our sponsor, initial shareholders, directors, executive officers, advisors or any of their respective affiliates purchase
public 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. The purpose of any such transaction
could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval
of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted
to the warrant holders for approval in connection with our initial business combination or (3) 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. Any such purchases of our securities 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 Class A ordinary shares or public warrants 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. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange
Act to the extent such purchasers are subject to such reporting requirements.
If
a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or
fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
We
will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business
combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials,
as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or
tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination
will describe the various procedures that must be complied with in order to validly redeem or tender public shares. For example, 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 to our transfer agent prior to the date set forth in the proxy solicitation
or tender offer materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial
business combination in the event we distribute proxy solicitation materials, or to deliver their shares to the transfer agent electronically.
In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.
You
will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate
your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
Our
public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of (i) our completion
of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly
elected to redeem, subject to the limitations described herein, (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 (A) to 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 within
the completion window or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary
shares, and (iii) the redemption of our public shares if we have not consummated an initial business combination within the completion
window, subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares
in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the
trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial
business combination within the completion window, with respect to such Class A ordinary shares so redeemed. In no other circumstances
will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to
the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to
sell your public shares or warrants, potentially at a loss.
Because
of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete
our initial business combination. If we have not consummated our initial business combination within the required time period, our public
shareholders may receive only approximately $10.20 per public share, or less in certain circumstances, on the liquidation of our trust
account and our warrants will expire worthless.
We
expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing
for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience
in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.
Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial
resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target
businesses we could potentially acquire with the net proceeds of our IPO and the sale of the private placement warrants, our ability
to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.
This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore,
we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business
combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources
available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully
negotiating a business combination. If we have not consummated our initial business combination within the required time period, our
public shareholders may receive only approximately $10.20 per public share, or less in certain circumstances, on the liquidation of our
trust account and our warrants will expire worthless. See “—If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount
received by shareholders may be less than $10.20 per share” and other risk factors herein.
If
the net proceeds of our IPO and the sale of the private placement warrants not being held in the trust account are insufficient to allow
us to operate for the duration of the completion window, it could limit the amount available to fund our search for a target business
or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates
or members of our management team to fund our search and to complete our initial business combination.
The
funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the completion window, assuming
that our initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition
plans. However, our affiliates are not obligated to make loans to us in the future, and we may not be able to raise additional financing
from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our
ability to continue as a going concern at such time.
We
believe that the funds available to us outside of the trust account, together with funds available from loans from our sponsor, its affiliates
or members of our management team will be sufficient to allow us to operate for the duration of the completion window; however, we cannot
assure you that our estimate is accurate, and our sponsor, its affiliates or members of our management team are under no obligation to
advance funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds available to us to pay
fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or
to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping”
around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular
proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we
paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result
of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to,
a target business.
If
we are required to seek additional capital, we would need to borrow funds from our sponsor, its affiliates, members of our management
team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor their affiliates
is under any obligation to us in such circumstances. Any such advances may be repaid only from funds held outside the trust account or
from funds released to us upon completion of our initial business combination. Up to $2,500,000 of such loans may be convertible into
warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical
to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties
other than our sponsor, its affiliates or members of our management team as we do not believe third parties will be willing to loan such
funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we have not consummated our initial
business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease
operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.20 per public share,
or less in certain circumstances, on our redemption of our public shares, and our warrants will expire worthless. See “—If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received
by shareholders may be less than $10.20 per share” and other risk factors herein.
Subsequent
to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment
or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our
securities, which could cause you to lose some or all of your investment.
Even
if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify
all material issues with a particular target business, that it would be possible to uncover all material issues through a customary amount
of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these
factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that
could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and
previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be
non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to
negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other
covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining
post-combination debt financing. Accordingly, any holders who choose to retain their securities following the business combination could
suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.
If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received
by shareholders may be less than $10.20 per share.
Our
placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have
all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and 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, such parties may not execute such agreements, or even if they execute
such agreements, they may not 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 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.
Making such a request of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective
target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue.
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 have not consummated an initial business combination within the completion window, 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 ten years following redemption. Accordingly, the per-share redemption
amount received by public shareholders could be less than the $10.20 per public share initially held in the trust account, due to claims
of such creditors. Our sponsor has agreed that it will be liable to us if and to the extent any claims by (A) a third-party (other
than our independent registered public accounting firm) for services rendered or products sold to us, or (B) a prospective target
business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser
of (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation
of the trust account if less than $10.20 per public share due to reductions in the value of the trust assets, in each case net of the
interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims
by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account
nor will it apply to any claims under our indemnity of the underwriters of our IPO 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.
However,
we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor
has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company.
Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully
made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than
$10.20 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser
amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims
by third parties including, without limitation, claims by vendors and prospective target businesses.
Our
independent directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount
of funds in the trust account available for distribution to our public shareholders.
In
the event that the proceeds in the trust account are reduced below the lesser of (i) $10.20 per public share and (ii) the actual amount
per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.20 per public share
due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations,
and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular
claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.
While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification
obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary
duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations,
the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.20 per public
share.
If,
after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such
proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby
exposing the members of our board of directors and us to claims of punitive damages.
If,
after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed
under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent
conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.
In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith,
thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing
the claims of creditors.
If,
before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority
over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with
our liquidation may be reduced.
If,
before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject
to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate and subject to the claims of third
parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the trust account,
the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
| ● | restrictions
on the nature of our investments; and |
| ● | restrictions
on the issuance of securities, |
each
of which may make it difficult for us to complete our initial business combination.
In
addition, we may have imposed upon us burdensome requirements, including:
| ● | registration
as an investment company with the SEC; |
| ● | adoption
of a specific form of corporate structure; and |
| ● | reporting,
record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations that we are currently not subject
to. |
In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must
ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities
do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our
total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and
complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to
buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to
be a passive investor.
We
do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held
in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust
agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these
instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and
selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company”
within the meaning of the Investment Company Act. The trust account is intended as a holding place for funds pending the earliest to
occur of either: (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 (A) to 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 within
the completion window or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; or
(iii) absent our completing an initial business combination within the completion window, our return of the funds held in the trust account
to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may
be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with
these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability
to complete a business combination. If we have not consummated our initial business combination within the required time period, our
public shareholders may receive only approximately $10.20 per public share, or less in certain circumstances, on the liquidation of our
trust account and our warrants will expire worthless.
Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability
to negotiate and complete our initial business combination, and results of operations.
We
are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with
certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time
consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those
changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply
with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our
ability to negotiate and complete our initial business combination, and results of operations.
Because
we are neither limited to evaluating target businesses in a particular industry nor have we selected any specific target businesses with
which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s
operations.
We
may pursue business combination opportunities in any industry or sector, except that we will not, under our amended and restated memorandum
and articles of association, be permitted to effectuate our initial business combination solely with another blank check company or similar
company with nominal operations. Because we have not selected any specific business combination target and we have not, nor has anyone
on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an
initial business combination with us, there is no basis to evaluate the possible merits or risks of any particular target business’s
operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business
combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine
with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks
inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors
will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or
assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks
may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a
target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than
a direct investment, if such opportunity were available, in a business combination target. Accordingly, any holders who choose to retain
their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely
to have a remedy for such reduction in value.
Although
we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may
enter into our initial business combination with a target that does not meet such criteria and guidelines and, as a result, the target
business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria
and guidelines.
Although
we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business
with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial
business combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful
as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective
business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise
their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to
have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable
law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more
difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general
criteria and guidelines. If we have not consummated our initial business combination within the required time period, our public shareholders
may receive only approximately $10.20 per public share, or less in certain circumstances, on the liquidation of our trust account and
our warrants will expire worthless.
We
may seek acquisition opportunities in acquisition targets that may be outside of our management’s areas of expertise.
We
will consider a business combination outside of our management’s area of expertise if a business combination target is presented
to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will
endeavor to evaluate the risks inherent in any particular business combination target, we cannot assure you that we will adequately ascertain
or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to
be less favorable to investors in our IPO than a direct investment, if an opportunity were available, in a business combination target.
In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise
may not be directly applicable to its evaluation or operation, and the information contained in this annual report regarding the areas
of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result,
our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose
to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders
are unlikely to have a remedy for such reduction in value.
We
are not required to obtain an opinion from an independent accounting or investment banking firm and, consequently, you may have no assurance
from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.
Unless
we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to
our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board
of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used
will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.
We
may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive
plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder
shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions
contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders
and likely present other risks.
Our
amended and restated memorandum and articles of association authorize the issuance of up to 500,000,000 Class A ordinary shares, each
having a par or nominal value of $0.0001 per share, 50,000,000 Class B ordinary shares, each having a par or nominal value of $0.0001
per share, and 5,000,000 preference shares, each having a par or nominal value of $0.0001 per share. There are 458,600,000 and 39,650,000
authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not
take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class
B ordinary shares, if any. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary
shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account
if we fail to consummate an initial business combination) at the time of our initial business combination as described herein and in
our amended and restated memorandum and articles of association. As of the date of this annual report, there are no preference shares
issued and outstanding.
We
may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination
or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares in
connection with our redeeming the warrants or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the
time of our initial business combination as a result of the anti-dilution provisions as set forth herein. However, our amended and restated
memorandum and articles of association provide, among other things, that prior to or in connection with our initial business combination,
we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on
any initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of
an initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions
of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional
ordinary or preference shares:
| ● | may
significantly dilute the equity interest of investors in our IPO, which dilution would increase if the anti-dilution provisions
in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis
upon conversion of the Class B ordinary shares; |
| ● | may
subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded
our Class A ordinary shares; |
| ● | could
cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our
ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers
and directors; |
| ● | may
have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking
to obtain control of us; |
| ● | may
adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
| ● | may
not result in adjustment to the exercise price of our warrants. |
Resources
could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate
and acquire or merge with another business. If we have not consummated our initial business combination within the required time period,
our public shareholders may receive only approximately $10.20 per public share, or less in certain circumstances, on the liquidation
of our trust account and our warrants will expire worthless.
We
anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,
attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the
proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we
may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will
result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire
or merge with another business. If we have not consummated our initial business combination within the required time period, our public
shareholders may receive only approximately $10.20 per public share, or less in certain circumstances, on the liquidation of our trust
account and our warrants will expire worthless.
We
may only be able to complete one business combination with the proceeds of our IPO and the sale of the private placement warrants, which
will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification
may negatively impact our operations and profitability.
We
may effectuate our initial business combination with a single-target business or multiple-target businesses simultaneously
or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target
business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file
pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as
if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of
diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify
our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources
to complete several business combinations in different industries or different areas of a single industry.
Accordingly,
the prospects for our success may be:
| ● | solely
dependent upon the performance of a single business, property or asset; or |
| ● | dependent
upon the development or market acceptance of a single or limited number of products, processes or services. |
This
lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial
adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
We
may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete
our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
If
we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers
to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make
it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we
could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence
investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations
and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks,
it could negatively impact our profitability and results of operations.
We
may attempt to complete our initial business combination with a private company about which little information is available, which may
result in a business combination with a company that is not as profitable as we suspected, if at all.
In
pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little
public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential
initial business combination on the basis of limited information, which may result in a business combination with a company that is not
as profitable as we suspected, if at all.
Our
management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance
that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably
operate such business.
We
may structure our initial business combination so that the post-business combination company in which our public shareholders own
shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination
if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target business sufficient for us not to be required to register as an investment company under
the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-business combination
company owns 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively
own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business
combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary 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%
interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders
immediately prior to such transaction could own less than a majority of our outstanding Class A ordinary shares subsequent to such
transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining
a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management
will not be able to maintain control of the target business.
The
officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business
combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
The
role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated
with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition
candidate will not wish to remain in place.
We
do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete
our initial business combination with which a substantial majority of our shareholders do not agree.
Our
amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that we will
not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then
become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be
contained in the agreement relating to our initial business combination. As a result, we may be able to complete our initial business
combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares
or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our
sponsor, officers, directors, advisors or their respective affiliates. 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, all Class A ordinary shares submitted for redemption will be returned to the holders thereof,
and we instead may search for an alternate business combination.
In
order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their
charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our
amended and restated memorandum and articles of association or governing instruments, including our warrant agreement, in a manner that
will make it easier for us to complete our initial business combination that holders of our securities may not support.
In
order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters
and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business
combination, increased redemption thresholds, extended the time to consummate an initial business combination and, with respect to their
warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended
and restated memorandum and articles of association requires at least a special resolution of our shareholders as a matter of Cayman
Islands law, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with
respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the
private placement warrants, 50% of the number of the then outstanding private placement warrants. In addition, our amended and restated
memorandum and articles of association require us to provide our public shareholders with the opportunity to redeem their public shares
for cash if we propose 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 within
the completion window or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. To
the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through this registration
statement, we would register, or seek an exemption from registration for, the affected securities.
We
may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular business combination.
Although
we believe that the net proceeds of our IPO and the sale of the private placement warrants will be sufficient to allow us to complete
our initial business combination, because we have not yet selected any prospective target business we cannot ascertain the capital requirements
for any particular transaction. If the net proceeds of our IPO and the sale of the private placement warrants prove to be insufficient,
either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business,
the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial
business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination,
we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing
will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition
financing. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination,
we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target
business candidate. If we have not consummated our initial business combination within the required time period, our public shareholders
may receive only approximately $10.20 per public share, or less in certain circumstances, on the liquidation of our trust account and
our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination,
we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could
have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders
is required to provide any financing to us in connection with or after our initial business combination. If we have not consummated our
initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per public
share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
We
may not be able to consummate an initial business combination within the completion window, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate.
We
may not be able to find a suitable target business and consummate an initial business combination within the completion window. Our ability
to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt
markets and the other risks described herein. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and,
while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial
business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being
unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek
to acquire. Additionally, financial markets may be adversely affected by current or anticipated military conflict, including between
Russia and Ukraine, terrorism, sanctions or other geopolitical events globally. If we have not consummated an initial business combination
within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously
released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to
receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our amended and restated memorandum
and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination,
we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not
more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive
only $10.20 per public share, or less than $10.20 per public share, on the redemption of their shares, and our warrants will expire worthless.
See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share
redemption amount received by shareholders may be less than $10.20 per share” and other risk factors herein.
Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
adversely affected by the coronavirus (COVID-19) outbreak and the status of debt and equity markets.
In
December 2019, a novel strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout the world,
including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19)
a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex
M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to the COVID-19
outbreak, and on March 11, 2020 the World Health Organization classified the outbreak as a “pandemic.” The pandemic, together
with resulting voluntary and U.S. federal and state and non-U.S. governmental actions, including, without limitation, mandatory business
closures, public gathering limitations, restrictions on travel and quarantines, has meaningfully disrupted the global economy and markets.
Although the long-term economic fallout of the COVID-19 pandemic is difficult to predict, it has and is expected to continue to have
ongoing material adverse effects across many, if not all, aspects of the regional, national and global economy. The COVID-19 pandemic
has resulted, and a significant outbreak of other infectious diseases could result, in a widespread health crisis that could adversely
affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business
combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued
concerns relating to the COVID-19 pandemic continues to restrict travel, limit the ability to have meetings with potential investors
or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in
a timely manner. The extent to which the COVID-19 pandemic impacts our search for a business combination depends on future developments,
which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and
the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by the COVID-19 pandemic or other matters
of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a
target business with which we ultimately consummate a business combination, may be materially adversely affected.
In
addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted
by the COVID-19 pandemic and other events, including as a result of increased market volatility, decreased market liquidity and third-party
financing being unavailable on terms acceptable to us or at all.
We
may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which
could delay or prevent us from achieving our desired results.
We
may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements.
While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements,
the business combination may not be as successful as we anticipate.
To
the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we
may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent
us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business
and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business
combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated,
we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and
leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business.
Such combination may not be as successful as a combination with a smaller, less complex organization.
Risks
Relating to Our Securities
The
NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities
and subject us to additional trading restrictions.
Our
units, Class A ordinary shares and warrants are listed on the NYSE. We cannot assure you that our securities will be, or will continue
to be, listed on the NYSE in the future or prior to our initial business combination. In order to continue listing our securities on
the NYSE prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. In general,
we must maintain a minimum number of holders of our securities. Additionally, in connection with our initial business combination, we
are required to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s
continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE. For instance, our stock price
would generally be required to be at least $4 per share. We cannot assure you that we will be able to meet those initial listing requirements
at that time, especially if there are a significant number of redemptions in connection with our initial business combination.
If
the NYSE delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities
exchange, we expect such securities could be quoted on an over-the- counter market. If this were to occur, we could face significant
material adverse consequences, including:
| ● | a
limited availability of market quotations for our securities; |
| ● | reduced
liquidity for our securities; |
| ● | a
determination that our Class A ordinary shares are a “penny stock” which will
require brokers trading in our Class A ordinary shares to adhere to more stringent rules
and possibly result in a reduced level of trading activity in the secondary trading market
for our securities; |
| ● | a
limited amount of news and analyst coverage; and a decreased ability to issue additional
securities or obtain additional financing in the future. |
The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as “covered securities.” Because our units, Class A ordinary shares and
warrants are listed on the NYSE, our units, Class A ordinary shares and warrants qualify as covered securities under such statute. Although
the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies
if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of
covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale
of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies
unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in
their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under such statute
and we would be subject to regulation in each state in which we offer our securities.
You
will not be entitled to protections normally afforded to investors of many other blank check companies.
Since
the net proceeds of the IPO and the sale of the private placement warrants are intended to be used to complete an initial business combination
with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States
securities laws. However, because we have net tangible assets in excess of $5,000,000 and filed a Current Report on Form 8-K, including
an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check
companies, such as Rule 419. Accordingly, investors are not be afforded the benefits or protections of those rules. Among other things,
this means we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover,
if our IPO were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to
us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,
and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose
the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to
more than an aggregate of 15% of the shares sold in our IPO, which we refer to as the “Excess Shares,” without our prior
consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for
or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to
complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in
open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete
our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose
of such shares, would be required to sell your shares in open market transactions, potentially at a loss.
Our
shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their shares.
If
we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment
if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall
due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders.
Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad
faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing
the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and
officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were
unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable for a fine
of $18,292.68 and imprisonment for five years in the Cayman Islands.
We
may not hold an annual general meeting until after the consummation of our initial business combination.
In
accordance with the NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after
our first fiscal year end following our listing on the NYSE. There is no requirement under the Companies Act for us to hold annual or
extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded
the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided into three classes
with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first
annual general meeting) serving a three-year term.
We
are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities
laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor
from being able to exercise its warrants except on a “cashless basis” and potentially causing such warrants to expire worthless.
We
are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities
laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later
than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file
with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares and we will use
our commercially reasonable efforts to cause the same to become effective within 60 business days following the closing of our initial
business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class
A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any
facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus,
the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop
order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above
requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class
A ordinary shares that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal
to 0.361 Class A ordinary shares per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless
basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares
upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration
is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a public warrant not listed
on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of
the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file
or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable
upon exercise of the warrants, but we will use our commercially reasonable efforts to register or qualify for sale the shares under applicable
blue sky laws to the extent an exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing
the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number
of Class A ordinary shares upon a cashless exercise of the warrants they hold. In no event will we be required to net cash settle any
warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify
the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares
upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant
shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired
their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included
in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to
exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold
in our IPO. In such an instance, our sponsor and its permitted transferees (which may include our directors and executive officers) would
be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would
not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we
may exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under
all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable
to exercise their warrants.
The
grant of registration rights to our initial shareholders, the sponsor co-investors and holders of our private placement warrants and
working capital warrants and their respective permitted transferees may make it more difficult to complete our initial business combination,
and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
Pursuant
to an agreement entered into concurrently with the issuance and sale of the securities in the IPO, our initial shareholders, the sponsor
co-investors and holders of our private placement warrants and working capital warrants and their respective permitted transferees can
demand that we register the resale of the Class A ordinary shares into which founder shares are convertible, the private placement warrants
and the Class A ordinary shares issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion
of working capital loans and the Class A ordinary shares issuable upon conversion of such warrants. The registration and availability
of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class
A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult
to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or
ask for more cash consideration to offset the negative impact on the market price of our securities that is expected when the securities
owned by our initial shareholders and holders of our private placement warrants and working capital warrants and their respective permitted
transferees are registered for resale.
We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
Although
we have no commitments as of the date of this annual report to issue any notes or other debt securities, or to otherwise incur outstanding
debt following the IPO, we may choose to incur substantial debt to complete our initial business combination. We and our officers have
agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim
of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per share amount available for
redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
| ● | default
and foreclosure on our assets if our operating revenues after an initial business combination
are insufficient to repay our debt obligations; |
| ● | acceleration
of our obligations to repay the indebtedness even if we make all principal and interest payments
when due if we breach certain covenants that require the maintenance of certain financial
ratios or reserves without a waiver or renegotiation of that covenant; |
| ● | our
immediate payment of all principal and accrued interest, if any, if the debt is payable on
demand; |
| ● | our
inability to obtain necessary additional financing if the debt contains covenants restricting
our ability to obtain such financing while the debt security is outstanding; |
| ● | our
inability to pay dividends on our Class A ordinary shares; |
| ● | using
a substantial portion of our cash flow to pay principal and interest on our debt, which will
reduce the funds available for dividends on our Class A ordinary shares if declared, expenses,
capital expenditures, acquisitions and other general corporate purposes; |
| ● | limitations
on our flexibility in planning for and reacting to changes in our business and in the industry
in which we operate; |
| ● | increased
vulnerability to adverse changes in general economic, industry and competitive conditions
and adverse changes in government regulation; and |
| ● | limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt. |
Our
sponsor paid $25,000, or approximately $0.002 per founder share, and, accordingly, you will experience immediate and substantial dilution
from the purchase of our Class A ordinary shares.
Our
sponsor acquired the founder shares at a nominal price, significantly contributing to the dilution of holders of our Class A ordinary
shares. This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of
Class A shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination
and would become exacerbated to the extent that public shareholders seek redemptions from the trust. In addition, because of the anti-dilution
rights of the founder shares, any equity or equity-linked securities issued or deemed issued in connection with our initial business
combination would be disproportionately dilutive to our Class A ordinary shares.
We
may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of
at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the warrants
could be converted into cash or stock (at a ratio different than initially provided), the exercise period could be shortened and the
number of shares of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
Our
warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure
any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public
warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend
the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve
of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding
public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of
the warrants, convert the warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or
decrease the number of ordinary shares purchasable upon exercise of a warrant. Our initial shareholders may purchase public warrants
with the intention of reducing the number of public warrants outstanding or to vote such warrants on any matters submitted to warrant
holders for approval, including amending the terms of the public warrants in a manner adverse to the interests of the registered holders
of public warrants. While our initial shareholders have no current commitments, plans or intentions to engage in such transactions and
have not formulated any terms or conditions for such transactions, there is no limit on the number of our public warrants that our initial
shareholders may purchase and it is not currently known how many public warrants, if any, our initial shareholders may hold at the time
of our initial business combination or at any other time during which the terms of the public warrants may be proposed to be amended.
The
nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public
shares upon the consummation of our initial business combination.
The
amount deposited in our trust account is $10.20 per public share. Such amount will be increased by an anticipated $0.05 per public share
pursuant to our sponsor’s purchase of additional private placement warrants for each of the two 3-month extensions of the
completion window that our sponsor may elect to effectuate. However, prior to the IPO, our sponsor paid a nominal aggregate purchase
price of $25,000 for the founder shares, or approximately $0.002 per share. As a result, the value of your public shares may be significantly
diluted upon the consummation of our initial business combination, when the founder shares are converted into public shares. For example,
the following table shows the dilutive effect of the founder shares on the implied value of the public shares upon the consummation of
our initial business combination, assuming that our equity value at that time is $414,066,935, which is the amount in cash we would have
for our initial business combination in the trust account, and no public shares are redeemed in connection with our initial business
combination and without taking into account any other potential impacts on our valuation at such time, such as the trading price of our
public shares, the business combination transaction costs (after payment of $14,490,000 of deferred underwriting commissions), any equity
issued or cash paid to the target’s equity holders or other third parties, or the target business itself, including its assets,
liabilities, management and prospects, or the impact of our public warrants and private placement warrants. At such valuation, each ordinary
share would have an implied value of $8.00 per share upon consummation of our initial business combination, which would be a 21.56% decrease
as compared to the initial implied value per public share of $10.20 (the amount deposited in the trust account per unit sold in our IPO,
assuming no value is ascribed to the public warrants).
Public
Shares: 41,400,000
Founder Shares: 10,350,000
Total Shares: 51,750,000
Total funds in trust available for initial business combination, after payment of $14,490,000 deferred underwriting commissions: $414,066,935
Initial value per public share: $10.20
Implied value per share upon consummation of initial business combination: $8.00
Certain
of our warrants are expected to be accounted for as a warrant liability and will be recorded at fair value upon issuance with changes
in fair value each period reported in earnings, which may have an adverse effect on the market price of our ordinary shares or may make
it more difficult for us to consummate an initial business combination.
We
account for the 41,260,000 warrants issued in connection with the IPO in accordance with the guidance contained in Derivatives and Hedging
— Contracts in Entity’s Own Equity (ASC 815-40). Such guidance provides that because the warrants do not meet the criteria
for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we will classify each warrant as a liability
at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant
liability will be adjusted to fair value, with the change in fair value recognized in our statement of operations and therefore our reported
earnings. The impact of changes in fair value on earnings may have an adverse effect on the market price of our ordinary shares. In addition,
potential targets may seek a SPAC that does not have warrants that are accounted for as a warrant liability, which may make it more difficult
for us to consummate an initial business combination with a target business.
We
may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We
have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of
$0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for
adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day
period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If and when the warrants
become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities
for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to: (1) exercise your warrants
and pay the exercise price therefor at a time when it may be disadvantageous for you to do so (2) sell your warrants at the then-current
market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding
warrants are called for redemption, is likely to be substantially less than the market value of your warrants.
In
addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their
expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that the closing
price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable
upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading
day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able
to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the
fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the
holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may
not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361
Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants. None of the private placement
warrants will be redeemable by us as so long as they are held by our sponsor or its permitted transferees. Our warrants and founder shares
may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business
combination.
Our
warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate
our initial business combination.
We
issued warrants to purchase 20,700,000 of our Class A ordinary shares at a price of $11.50 per whole share as part of the units offered
in the IPO. Simultaneously with the closing of the IPO, we also issued in a private placement an aggregate of 20,560,000 private placement
warrants, each exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment. In
addition, if the sponsor, its affiliates or a member of our management team makes any working capital loans, it may convert up to $2,500,000
of such loans into up to an additional 2,500,000 private placement warrants, at the price of $1.00 per warrant. Our sponsor may also
elect to purchase an additional 2,070,000 private placement warrants at a price of $1.00 per warrant for each of the two 3-month extensions
of the completion window. We may also issue Class A ordinary shares in connection with our redemption of our warrants.
To
the extent we issue ordinary shares for any reason, including to effectuate a business combination, the potential for the issuance of
a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition
vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary
shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants
may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.
Because
we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
initial business combination with some prospective target businesses.
The
federal proxy rules require that a proxy statement with respect to a vote on a business combination include historical and/or pro forma
financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents,
whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance
with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial
reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical
financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board
(United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because
some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with
federal proxy rules and complete our initial business combination within the completion window.
Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial
financial and management resources, and increase the time and costs of completing an initial business combination.
Section
404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our annual report
on Form 10-K for the year ended December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated
filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting
firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company,
we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control
over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act
particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial
business combination may not be in compliance with the provisions of the Sarbanes- Oxley Act regarding adequacy of its internal controls.
The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and
costs necessary to complete any such initial business combination.
Provisions
in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors
might be willing to pay in the future for our Class A ordinary shares and could entrench management.
Our
amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that
shareholders may consider to be in their best interests. These provisions will include a staggered board of directors, the ability of
the board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the completion
of our initial business combination only holders of our Class B ordinary shares, which have been issued to our initial shareholders,
are entitled to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions
that otherwise could involve payment of a premium over prevailing market prices for our securities.
If
we have not consummated an initial business combination within the completion window, our public shareholders may be forced to wait beyond
such completion window before redemption from our trust account.
If
we have not consummated an initial business combination within the completion window, the proceeds then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up
to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described
herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated
memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account
and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation
and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond
the completion window before the redemption proceeds of our trust account become available to them, and they receive the return of their
pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our
redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended
and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary
shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial
business combination and do not amend certain provisions of our amended and restated memorandum and articles of association. Our amended
and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our
initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly
as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
Holders
of Class A ordinary shares will not be entitled to vote on any appointment or removal of directors and to continue our company in
a jurisdiction outside the Cayman Islands prior to our initial business combination.
Prior
to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors to continue
our company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational
documents of our company in such other jurisdiction). Holders of our public shares will not be entitled to vote on the appointment of
directors or to continue our company in a jurisdiction outside the Cayman Islands during such time. In addition,
prior to our initial business combination, holders of a majority of our founder shares may remove a member of the board of directors
for any reason. Accordingly, you will not have any say in the management of our company prior to the consummation of an initial business
combination.
The
warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any
information regarding such other security at this time.
In
certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable
for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities
pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant
to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the
security underlying the warrants within twenty business days of the closing of an initial business combination.
Unlike
some other similarly structured blank check companies, our initial shareholders will receive additional Class A ordinary shares
if we issue shares to consummate an initial business combination.
The
founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion
will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial
business combination) at the time of our initial business combination at a ratio such that the number of Class A ordinary shares
issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the
total number of ordinary shares issued and outstanding upon completion of our IPO, plus (ii) the total number of Class A ordinary
shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed
issued, by us in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary
shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to
be issued, to any seller of an interest in the target to us in the initial business combination and any private placement warrants issued
to our sponsor, any of its affiliates or any members of our management team upon conversion of working capital loans. In no event will
the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. This is different than
some other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the
total number of shares to be outstanding prior to the initial business combination.
We
may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of
at least 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise
period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased,
all without your approval.
Our
warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the
purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the
description of the terms of the warrants and the warrant agreement set forth in the prospectus associated with our IPO, or defective
provision (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the
warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement
as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights
of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding public
warrants is required to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly,
we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public
warrants approve of such amendment and, solely with respect to any amendment to the terms of the private placement warrants or any provision
of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement
warrants. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public
warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants,
convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise
of a warrant.
Risks
Relating to Our Management Team
Our
officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to
how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial
business combination.
Our
executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict
of interest in allocating their time between our operations and our search for a business combination and their other businesses. We
do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive
officers and directors is engaged in several other business endeavors for which he or she may be entitled to substantial compensation,
and our executive officers and directors are not obligated to contribute any specific number of hours per week to our affairs. Our independent
directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business
affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit
their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.
We
are dependent upon our officers and directors and their departure could adversely affect our ability to operate.
Our
operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe
that our success depends on the continued service of our officers and directors, at least until we have completed our initial business
combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs
and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential
business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on
the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive
officers could have a detrimental effect on us.
Our
ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of
our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact
the operations and profitability of our post- combination business.
Our
ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. We believe that our
success depends on the continued service of our key personnel, at least until we have consummated our initial business combination. None
of our officers are required to commit any specified amount of time to our affairs and, accordingly, they will have conflicts of interest
in allocating management time among various business activities, including identifying potential business combinations and monitoring
the related due diligence. If our officers’ and directors’ other business affairs require them to devote more substantial
amounts of time to their other business activities, it could limit their ability to devote time to our affairs and could have a negative
impact on our ability to consummate our initial business combination. In addition, we do not have employment agreements with, or key-man insurance
on the life of, any of our officers. The unexpected loss of the services of our key personnel could have a detrimental effect on us.
The
role of our key personnel after our initial business combination, however, remains to be determined. Although some of our key personnel
serve in senior management or advisory positions following our initial business combination, it is likely that most, if not all, of the
management of the target business will remain in place. These individuals may be unfamiliar with the requirements of operating a public
company which could cause us to have to expend time and resources helping them become familiar with such requirements. This could be
expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.
Our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination,
and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may
provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts
of interest in determining whether a particular business combination is the most advantageous.
Our
key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to
negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously
with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments
and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could
make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such
individuals may influence their motivation in identifying and selecting a target business. In addition, pursuant to an agreement to be
entered into on or prior to the closing of our IPO, our sponsor, upon and following consummation of an initial business combination,
will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities
covered by the registration and shareholder rights agreement.
We
may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business
combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
When
evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the
target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications
or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary
to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly,
any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities.
Such holders are unlikely to have a remedy for such reduction in value. The officers and directors of an initial business combination
candidate may resign upon completion of our initial business combination. The departure of a business combination target’s key
personnel could negatively impact the operations and profitability of our post-combination business. The role of an initial business
combination candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time.
Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the initial
business combination candidate following our initial business combination, it is possible that members of the management of an acquisition
candidate will not wish to remain in place. As a result, we may need to reconstitute the management team of the post-transaction company
in connection with our initial business combination, which may adversely impact our ability to complete an initial business combination
in a timely manner or at all.
Our
officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other
entities, including another blank check company and, accordingly, may have conflicts of interest in determining to which entity a particular
business opportunity should be presented.
Following
the completion of our IPO and until we consummate our initial business combination, we intend to engage in the business of identifying
and combining with one or more businesses or entities. Each of our officers and directors presently has, and any of them in the future
may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be
required to present a business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law.
Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation
to us, subject to their fiduciary duties under Cayman Islands law.
In
addition, our sponsor, officers and directors are and may in the future become affiliated with other blank check companies that may have
acquisition objectives that are similar to ours. Accordingly, they may have conflicts of interest in determining to which entity a particular
business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented
to such other blank check companies prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties
under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted
by applicable law: (i) no individual serving as a director or an officer shall have any duty, except to the extent expressly assumed
by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and
(ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction
or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
Our
executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict
with our interests.
We
have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct
or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are
a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor,
our directors or executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons
from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have
a conflict between their interests and ours.
The
personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target
business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and
selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of
a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a
breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals
for infringing on our shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them
for such reason.
We
may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated
with our sponsor, executive officers, directors or initial shareholders which may raise potential conflicts of interest.
In
light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses
affiliated with our sponsor, executive officers, directors or initial shareholders. Our sponsor, officers and directors may sponsor,
form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination.
As a result, our sponsor, officers and 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, and such entities may compete with us for
business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us
to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions
concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any
transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria
for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our
agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation
opinions regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or
international businesses affiliated with our sponsor, executive officers, directors or initial shareholders, potential conflicts of interest
still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they
would be absent any conflicts of interest.
Since
our initial shareholders will lose their entire investment in us if our initial business combination is not completed (other than with
respect to any public shares they may hold), a conflict of interest may arise in determining whether a particular business combination
target is appropriate for our initial business combination.
On
January 22, 2021, our sponsor paid $25,000, or approximately $0.002 per share, to cover certain of our offering and formation costs
in consideration of 12,218,750 Class B ordinary shares, each having a par or nominal value of $0.0001. In February 2021, our
sponsor transferred 25,000 founder shares to each of Mrs. Linden and Messrs. Deevy, Dodson, Fulop, Kay, Moran and Seltzer, our independent
directors, resulting in our sponsor holding 12,043,750 founder shares. Prior to the initial investment in the company of $25,000 by the
sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the
amount contributed to the company by the number of founder shares issued. On September 28, 2021, our sponsor forfeited to us 3,593,750
Class B ordinary shares in order to maintain the number of Class B ordinary shares, on an as converted basis, at 20% of our issued and
outstanding ordinary shares upon consummation of our IPO, resulting in our initial shareholders holding 8,625,000 founder shares. In
November 2021, we effected a share capitalization with respect to our Class B ordinary shares and issued 1,725,000 Class B ordinary shares
to our sponsor in order to maintain the number of Class B ordinary shares, on an as converted basis, at 20% of our issued and outstanding
ordinary shares upon consummation of our IPO, resulting in our initial shareholders holding 10,350,000 founder shares. Immediately prior
to the closing of the IPO, our sponsor forfeited to us 1,500,000 Class B ordinary shares in connection with the issuance of Class B ordinary
shares to the sponsor co-investors and we delivered an aggregate of (i) 1,500,000 Class B ordinary shares, or approximately 14.5%
of the issued and outstanding Class B ordinary shares and (ii) 2,400,000 private placement warrants to our sponsor co-investors. As of
the date of this annual report, our initial shareholders hold 8,885,000 founder shares. The founder shares will be worthless if we do
not complete an initial business combination. Concurrently with the completion of the IPO, our sponsor and certain sponsor co-investors
purchased an aggregate of 20,560,000 for $20,560,000 in the aggregate. An aggregate of $422,280,000 was placed in a trust account at
the time of closing of the IPO. Each whole private placement warrant entitles the holder thereof to purchase one share of Class A ordinary
shares at a price of $11.50 per share, subject to certain adjustments.
The
founder shares are identical to the shares of Class A ordinary shares included in the units sold in the IPO, except that: (1) only holders
of the founder shares have the right to vote on the election of directors prior to our initial business combination; (2) the founder
shares are subject to certain transfer restrictions, as described in more detail below; (3) our sponsor, officers and directors have
entered into a letter agreement with us, pursuant to which they have agreed to: (a) waive their redemption rights with respect to any
founder shares and any public shares held by them in connection with the completion of our initial business combination, (b) waive their
redemption rights with respect to any founder shares and public shares held by them in connection with a shareholder vote to approve
an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to provide
for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if
we have not consummated our initial business combination within the completion window; and (c) waive their rights to liquidating distributions
from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within
the completion window (although they will be entitled to liquidating distributions from the trust account with respect to any public
shares they hold if we fail to complete our initial business combination within the completion window); (4) the founder shares are automatically
convertible into shares of our Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject
to adjustment pursuant to certain anti-dilution rights, as described herein; and (5) the holders of founder shares are entitled to registration
rights.
The
personal and financial interests of our sponsor, officers and directors may influence their motivation in identifying and selecting a
target business combination, completing an initial business combination and influencing the operation of the business following the initial
business combination. This risk may become more acute as the deadline for completing our initial business combination nears.
We
may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
We
indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive
any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account
for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares).
Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the
trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may
discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an
action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely
affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification
provisions.
Involvement
of members of our management and companies with which they are affiliated in civil disputes and litigation, governmental investigations
or negative publicity unrelated to our business affairs could materially impact our ability to consummate an initial business combination.
Members
of our management team and companies with which they are affiliated have been, and in the future will continue to be, involved in a wide
variety of business affairs, including transactions, such as sales and purchases of businesses, and ongoing operations. As a result of
such involvement, members of our management and companies with which they are affiliated in have been, and may in the future be, involved
in civil disputes, litigation, governmental investigations and negative publicity relating to their business affairs. Any such claims,
investigations, lawsuits or negative publicity may be detrimental to our reputation and could negatively affect our ability to identify
and complete an initial business combination in a material manner and may have an adverse effect on the price of our securities.
After
our initial business combination, it is possible that a majority of our directors and officers will live outside the United States
and all of our assets will be located outside the United States and, therefore, investors may not be able to enforce federal securities
laws or their other legal rights.
It
is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States,
and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible,
for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers
or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers
under United States laws.
Changes
in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and
complete an initial business combination.
In
recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed in ways
adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the
premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These
trends may continue into the future.
The
increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive
for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage
as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable
terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the
post-business combination’s ability to attract and retain qualified officers and directors.
In
addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential
liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order
to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to
any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination
entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.
Our
management team and our sponsor may make a profit on any initial business combination, even if any public shareholders who did not redeem
their public shares would experience a loss on such initial business combination. As a result, the economic interests of our management
team and our sponsor may not fully align with the economic interests of public shareholders.
Like
most special purpose acquisition companies, our structure may not fully align the economic interests of our sponsor and those persons,
including our officers and directors, who have interests in our sponsor with the economic interests of our public shareholders. Our sponsor
has invested in us an aggregate of $18,236,000, comprised of the $25,000 purchase price for the founder shares and the $18,211,000 purchase
price for its private placement warrants. Assuming a trading price of $10.00 per share upon consummation of our initial business combination,
the 8,850,000 founder shares held by our initial shareholders would have an aggregate implied value of $88,500,000. Even if the trading
price of our Class A ordinary shares was as low as $2.06 per share, and the private placement warrants were worthless, the value of the
founder shares would be greater than the sponsor’s initial investment in us. As a result, so long as we complete an initial business
combination, our sponsor is likely to be able to recoup its investment in us and make a substantial profit on that investment, even if
our public shares lose significant value. Accordingly, our sponsor and members of our management team who own interests in our sponsor
may have incentives to pursue and consummate an initial business combination quickly, with a risky or not well established target business,
and/or on transaction terms favorable to the equityholders of the target business, rather than continue to seek a more favorable business
combination transaction that could result in an improved outcome for our public shareholders or liquidate and return all of the cash
in the trust to the public shareholders. For the foregoing reasons, you should consider our sponsor’s and management team’s
financial incentive to complete an initial business combination when evaluating whether to invest in public shares and/or redeem your
public shares prior to or in connection with an initial business combination.
Risks
Associated with Acquiring and Operating a Business in Foreign Countries
If
our management team pursues a company with operations or opportunities outside of the United States for our initial business combination,
we may face additional burdens in connection with investigating, agreeing to and completing such combination, and if we effect such initial
business combination, we would be subject to a variety of additional risks that may negatively impact our operations.
If
our management team pursues a company with operations or opportunities outside of the United States for our initial business combination,
we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing
to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved
by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.
If
we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated
with companies operating in an international setting, including any of the following:
| ● | costs
and difficulties inherent in managing cross-border business operations; |
| ● | rules
and regulations regarding currency redemption; |
| ● | complex
corporate withholding taxes on individuals; |
| ● | laws
governing the manner in which future business combinations may be effected; |
| ● | exchange
listing and/or delisting requirements; |
| ● | tariffs
and trade barriers; |
| ● | regulations
related to customs and import/export matters; |
| ● | tax
issues, such as tax law changes and variations in tax laws as compared to the United States; |
| ● | currency
fluctuations and exchange controls; |
| ● | challenges
in collecting accounts receivable; |
| ● | cultural
and language differences; |
| ● | underdeveloped
or unpredictable legal or regulatory systems; |
| ● | protection
of intellectual property; |
| ● | crime,
strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars, including
the conflict in Ukraine and the surrounding region; |
| ● | regime
changes and political upheaval; |
| ● | deterioration
of political relations with the United States; |
| ● | obligatory
military service by personnel; and government appropriation of assets. |
We
may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business
combination or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our
business, results of operations and financial condition.
If
our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time
and resources becoming familiar with such laws, which could lead to various regulatory issues.
Following
our initial business combination, our management may resign from their positions as officers or directors of the company and the management
of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar
with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time
and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues
which may adversely affect our operations.
After
our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue
may be derived from our operations in any such country. Accordingly, our results of operations and prospects will be subject, to a significant
extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which
we operate.
The
economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect
our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be
sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected,
there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially
and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and
if we effect our initial business combination, the ability of that target business to become profitable.
Exchange
rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.
In
the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent
of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value
of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions.
Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business
or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a
currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target
business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.
General
Risk Factors
Our
independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about
our ability to continue as a “going concern.”
As
of December 31, 2022, we had $545,940 in cash and working capital of $738,441. Further, we have incurred and expect to continue to incur
significant costs in pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to consummate an initial
business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going
concern. The financial statements contained elsewhere in this Annual Report do not include any adjustments that might result from our
inability to continue as a going concern.
Past
performance of our management team and their respective affiliates may not be indicative of future performance of an investment in us.
Information
regarding performance is presented for informational purposes only. Any past experience or performance, including related to Trine I
and its associated business combination with Desktop Metal, is not a guarantee of either (i) our ability to successfully identify
and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on
the historical record our management team or their respective affiliates as indicative of the future performance of an investment in
us or the returns we will, or are likely to, generate going forward.
Certain
agreements related to the IPO may be amended without shareholder approval.
Certain
agreements, including the underwriting agreement relating to our IPO, the letter agreement among us and our sponsor, officers and directors,
and the registration rights agreement among us and our initial shareholders, may be amended without shareholder approval. These agreements
contain various provisions that our public shareholders might deem to be material. While we do not expect our board to approve any amendment
to any of these agreements prior to our initial business combination, it may be possible that our board, in exercising its business judgment
and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with the consummation
of our initial business combination. Any such amendments would not require approval from our shareholders, may result in the completion
of our initial business combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment
in our securities.
We
are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure
requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more
difficult to compare our performance with other public companies.
We
are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden
parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important.
We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including
if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal
year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors
will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive
as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there
may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private
companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
We
may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences
to U.S. investors.
If
we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our Class A ordinary
shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting
requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception.
Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot
be any assurance that we will qualify for the start-up exception. Additionally, even if we qualify for the start-up exception
with respect to a given taxable year, there cannot be any assurance that we would not be a PFIC in other taxable years. There can be
no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year because our PFIC status
will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year, upon written request,
we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (the “IRS”) may require, including
a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund”
election with respect to their Class A ordinary shares, but there can be no assurance that we will timely provide such required
information, and such election would be unavailable with respect to our warrants in all cases. Prospective U.S. investors are urged to
consult their tax advisors regarding the possible application of the PFIC rules.
We
may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in
taxes imposed on shareholders or warrant holders.
We
may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate
in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder
or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in
which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders or
warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to
their ownership of us after the reincorporation.
The
provisions of our amended and restated memorandum and articles of association that relate to the rights of holders of our Class A
ordinary shares (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended
with the approval of a special resolution, which is a lower amendment threshold than that of some other blank check companies. It may
be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of
an initial business combination that some of our shareholders may not support.
Some
other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those
which relate to the rights of a company’s shareholders, without approval by a certain percentage of the company’s shareholders.
In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s shareholders.
Our amended and restated memorandum and articles of association provide that any of its provisions related to the rights of holders of
our Class A ordinary shares (including the requirement to deposit proceeds of our IPO and the private placement of warrants into
the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders
as described herein) may be amended if approved by special resolution and corresponding provisions of the trust agreement governing the
release of funds from our trust account may be amended if approved by holders of at least 65% of our ordinary shares; provided that
the provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior
to our initial business combination may only be amended by a special resolution passed by not less than the holders of 90% of our ordinary
shares attending and voting at our general meeting. Our initial shareholders and their respective permitted transferees, if any, who
collectively beneficially own, on an as-converted basis, 17.1% of our Class A ordinary shares upon the closing of our IPO,
will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will
have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated
memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check
companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue
remedies against us for any breach of our amended and restated memorandum and articles of association.
Our
sponsor, executive officers and directors have agreed, pursuant to agreements with us, that they will not propose any 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 within the completion window or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares, 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 earned on the funds held in the trust
account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares.
Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability
to pursue remedies against our sponsor, executive officers or directors for any breach of these agreements. As a result, in the event
of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.
Our
initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder
vote, potentially in a manner that you do not support.
Our
initial shareholders own, on an as-converted basis, 17.1% of our issued and outstanding ordinary shares. Accordingly, they may exert
a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments
to our amended and restated memorandum and articles of association. If our initial shareholders purchase any additional Class A
ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our initial shareholders
nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as
disclosed in this annual report. Factors that would be considered in making such additional purchases would include consideration of
the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were appointed by our
sponsor, is and will be divided into three classes, each of which will generally serve for a term of three years with only one class
of directors being appointed in each year. We may not hold an annual general meeting to appoint new directors prior to the completion
of our initial business combination, in which case all of the current directors will continue in office until at least the completion
of the business combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors,
only a minority of the board of directors will be considered for appointment and our initial shareholders, because of their ownership
position, will control the outcome, as only holders of our Class B ordinary shares will have the right to vote on the appointment
and removal of directors and to continue our company in a jurisdiction outside the Cayman Islands (including, but not limited to, the
approval of the organizational documents of our company in such other jurisdiction) prior to our initial business combination. Accordingly,
our initial shareholders will continue to exert control at least until the completion of our initial business combination. In addition,
we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our initial
shareholders.
Our
warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District
of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our
warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
Our
warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating
in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State
of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably
submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive
any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding
the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by
the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole
and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have
notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within
the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the
United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder
of our warrants, such holder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts
located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement
action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such
warrant holder’s counsel in the foreign action as agent for such warrant holder.
This
choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable
for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant
agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional
costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial
condition and results of operations and result in a diversion of the time and resources of our management and board of directors.
Because
each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units
of other blank check companies.
Each
unit contains one-half of one redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon
separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a
fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares
to be issued to the warrant holder. We have established the components of the units in this way in order to reduce the dilutive effect
of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-half of
the number of shares compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more
attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if a unit
included a warrant to purchase one whole share.
A
provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
Unlike
most blank check companies, if (i) we issue additional Class A ordinary shares or equity-linked securities for capital
raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary
share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest
thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination
(net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted
to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will
be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per
share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued
Price. This may make it more difficult for us to consummate an initial business combination with a target business.
Because
we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to
protect your rights through the U.S. federal courts may be limited.
We
are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service
of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States
courts against our directors or officers.
Our
corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same
may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities
laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and
the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the
Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands
as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the
Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different
from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman
Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have
more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing
to initiate a shareholders derivative action in a Federal court of the United States.
We
have been advised by Walkers (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to
recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal
securities laws of the United States or any state and (ii) in original actions brought in the Cayman Islands, to impose liabilities
against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far
as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement
in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a
foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment
of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided
certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and
for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect
of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary
to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary
to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
As
a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken
by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States
company.
Your
investment may result in uncertain or adverse U.S. federal income tax consequences.
An
investment in our company may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities
that directly address instruments similar to our units, the allocation an investor makes with respect to the purchase price of a unit
between the Class A ordinary shares and the one-half of a warrant to purchase one Class A ordinary share included in each
unit could be challenged by the IRS or courts. Furthermore, the U.S. federal income tax consequences of a cashless exercise of warrants
included in our units are unclear under current law. Finally, it is unclear whether the redemption rights with respect to our ordinary
shares suspend the running of a U.S. Holder’s holding period for purposes of determining whether any gain or loss realized by such
holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and for determining whether any
dividend we pay would be considered “qualified dividends” for U.S. federal income tax purposes. Prospective investors are
urged to consult their tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our securities.
Cyber
incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
We
depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of
third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,
or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary
information and sensitive or confidential data. As an early-stage company without significant investments in data security protection,
we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or
to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of
them, could have adverse consequences on our business and lead to financial loss.
Since
only holders of our founder shares have the right to vote on the appointment of directors, the NYSE may consider us to be a “controlled
company” within the meaning of the NYSE rules and, as a result, we may qualify for exemptions from certain corporate governance
requirements.
Only
holders of our founder shares have the right to vote on the appointment of directors. As a result, the NYSE may consider us to be a “controlled
company” within the meaning of the NYSE corporate governance standards. Under the NYSE corporate governance standards, a company
of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and
may elect not to comply with certain corporate governance requirements, including the requirements that:
| ● | we
have a board that includes a majority of “independent directors,” as defined under the rules of the NYSE; |
| ● | we
have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the
committee’s purpose and responsibilities; and |
| ● | we
have a nominating committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s
purpose and responsibilities. |
We
do not currently utilize these exemptions and intend to comply with the corporate governance requirements of the NYSE, subject to applicable
phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections
afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.
We
may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may
govern some or all of our future material agreements and we may not be able to enforce our legal rights.
In
connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another
jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The
system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as
in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant
loss of business, business opportunities or capital.
We
are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased
both our costs and the risk of non-compliance.
We
are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection
of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable
law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased
general and administrative expenses and a diversion of management time and attention from seeking a business combination target.
Moreover,
because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time
as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs
necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations
and any subsequent changes, we may be subject to penalty and our business may be harmed.
As
the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may
be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in
our inability to find a target or to consummate an initial business combination.
In
recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets
for special purpose acquisition companies have already entered into an initial business combination, and there are still many special
purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration.
As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify
a suitable target and to consummate an initial business combination.
In
addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available
targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target
companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry
sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate
targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find
and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms
favorable to our investors altogether.