References in this report to “we,”
“us” or the “Company” refer to Helix Acquisition Corp. References to our “management” or our “management
team” refer to our officers and directors, and references to the “Sponsor” refer to Helix Holdings LLC, a Cayman Islands
limited liability company. References to our “initial shareholders” refer to the holders of founder shares.
ITEM 1. BUSINESS.
Introduction
We are a blank check company incorporated on August
13, 2020 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses. 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 of 1934
(the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash.
On October 22, 2020, we consummated our
initial public offering (the “Initial Public Offering”) of 11,500,000 Class A ordinary shares (the “Public Shares”)
at $10.00 per Public Share, which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000
Public Shares, at $10.00 per Public Share, generating gross proceeds of $115,000,000. Prior to the consummation of the Initial Public
Offering, on August 19, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for
3,593,750 Class B ordinary shares. On September 30, 2020, the Sponsor surrendered, for no consideration, 718,750 Class B ordinary shares,
resulting in the Sponsor holding 2,875,000 Class B ordinary shares (the “founder shares”). In September 2020, the Sponsor
transferred 30,000 founder shares to each of its independent directors. The founder shares included an aggregate of up to 375,000 shares
that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that
the number of founder shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary
shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding
the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000
sounder shares were no longer subject to forfeiture.
Simultaneously with the closing of the Initial
Public Offering, the Company completed the private sale of 430,000 Class A Ordinary Shares (the “Private Placement Shares”)
at a purchase price of $10.00 per Private Placement Share, to the Sponsor, generating gross proceeds to the Company of $4,300,000. The
Private Placement Shares are identical to the shares of Class A Ordinary Shares sold in the Initial Public Offering, except that, so long
as they are held by the Sponsor and its permitted transferees: (i) they may not, subject to certain limited exceptions, be transferred,
assigned or sold until 30 days after the completion of a business combination and (ii) they are entitled to registration rights.
A total of $115,000,000 comprised of the proceeds from the Initial
Public Offering and the sale of the Private Placement Shares, were placed in a trust account (the “Trust Account”),
located in the United States with Continental Stock Transfer & Trust Company acting as trustee. Except with respect
to interest earned on the funds in the Trust Account that may be released to the Company to pay its taxes, the funds held in the
Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial
business combination, (ii) the redemption of any of the Company’s Public Shares properly tendered in connection with a shareholder
vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing
of its obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of
the Company’s Public Shares if it does not complete its initial business combination within 24 months from the closing of
the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination
activity, and (iii) the redemption of the Company’s Public Shares if it is unable to complete its initial business combination
within 24 months from the closing of the Initial Public Offering, subject to applicable law. As of December 31, 2020 there was
$115,014,917 in investments and cash held in the Trust Account and $1,335,924 of cash held outside the Trust Account available
for working capital purposes.
Effecting Our Initial Business Combination
General
We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time following the Initial Public Offering. We intend to effectuate our initial
business combination using cash from the proceeds of the Initial Public Offering and the private placement of the Private Placement Shares,
the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or
backstop agreements we may enter into following the consummation of the offering or otherwise), shares issued to the owners of the target,
debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may
seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of
development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
If
our initial business combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account
are used for payment of the consideration in connection with our initial business
combination or used for redemptions of our Class A ordinary shares, we may use the balance of the cash released to us from the Trust
Account following the closing for general corporate purposes, including for maintenance
or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in
completing our initial business combination, to fund the purchase of other companies, or for working capital.
Selection of Target Businesses
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. While we may pursue an initial business combination target
in any industry, we intend to focus our search on healthcare or healthcare-related industries. Accordingly, there is no current basis
for investors to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business
combination. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot
assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those
risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect
a target business.
The rules of Nasdaq require that we must consummate
an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the
net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing
a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the
fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market
value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent
investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria.
While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of
our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target
or if there is a significant amount of uncertainty as to the value of the target’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 of directors determines that outside expertise would be helpful or necessary in conducting such
analysis. As any such opinion, if obtained, would only state that the fair market value meets the 80% of net assets threshold, unless
such opinion includes material information regarding the valuation of the target or the consideration to be provided, it is not anticipated
that copies of such opinion would be distributed to our shareholders. However, if required by Schedule 14A of the Exchange Act, any proxy
solicitation materials or tender offer documents that we will file with the Securities and Exchange Commission (the “SEC”)
in connection with our initial business combination will include such opinion. Unless our board of directors is unable to independently
determine the fair market value of our initial business combination or we complete our initial business combination with an affiliated
entity as described below, we are not required to obtain an opinion from an independent investment banking firm or from an independent
valuation or appraisal firm that regularly prepares fairness opinions that the price we are paying is fair to our company 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 materials or tender offer documents, as applicable, related to our initial business combination. In addition, pursuant to
Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.
We anticipate structuring our initial business
combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests
or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction
company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the
target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in
the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended,
or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target,
our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending
on valuations ascribed to the target and us in the business combination. 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 issued and
outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business
or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired
is what will be taken into account for purposes of the 80% of net assets test described above. 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.
We believe our management team’s significant
operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination
targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate
relationships around the world. This network has grown through the activities of our management team sourcing, acquiring and financing
businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management
teams and the experience of our management team in executing transactions under varying economic and financial market conditions.
This network has provided our management team with
a flow of referrals that has resulted in numerous transactions which were proprietary or where a limited group of investors were invited
to participate in the sale process. We believe that the network of contacts and relationships of our management team will provide us important
sources of investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention
from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking
to divest non-core assets or divisions.
We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination
through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an
initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent
directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm
that such an initial business combination is fair to our company from a financial point of view.
Members of our management team and our independent
directors directly or indirectly own founder shares and/or Private Placement Shares following the Initial Public Offering and, accordingly,
may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating
a particular business combination if the retention or resignation of any such officers and directors was included by a target business
as a condition to any agreement with respect to our initial business combination.
Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant to which
such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of 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, he or she will honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and
articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such
opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity
that we are able to complete on a reasonable basis. We do not believe, however, that the fiduciary duties or contractual obligations of
our officers or directors will materially affect our ability to complete our initial business combination.
In addition, our sponsor and our officers and directors
may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during
the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional
conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would
materially affect our ability to complete our initial business combination.
In evaluating a prospective target business, we
expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document
reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,
legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed
to structure and negotiate the terms of the business combination transaction.
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, and negotiation with,
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. The Company will not pay any consulting fees to members
of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.
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 calculated as of two business days prior to the consummation
of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to us
to pay our taxes, divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described
herein. The amount in the Trust Account is initially anticipated to be $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.
Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to their founder shares, Private Placement Shares and any Public Shares they may hold in connection with the completion
of our initial business combination.
Conduct of Redemptions Pursuant to Tender Offer Rules
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 the number of shares we are permitted
to redeem. 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.
Upon the public announcement of our initial business
combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established
in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under
the Exchange Act.
Submission of Our Initial Business Combination to a Shareholder
Vote
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 it is approved by an ordinary resolution under Cayman Islands law, which requires the affirmative
vote of the holders of the shares present in person or by proxy at a general meeting of the company. A quorum for such meeting will be
present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by
proxy. Our sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers
and directors have agreed to vote their founder shares, Private Placement Shares and any Public Shares purchased during or after the Initial
Public Offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For
purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination
once a quorum is obtained. As a result, in addition to our initial shareholders’ founder shares, we would need 4,312,501, or 37.5%,
of the 11,500,000 Public Shares sold in the Initial Public Offering to be voted in favor of an initial business combination in order to
have our initial business combination approved (assuming all outstanding shares are voted, the Private Placement Shares issued to our
sponsor are voted in favor of the transaction and the over-allotment option is not exercised). These quorum and voting thresholds,
and the voting agreement of our sponsor, officers and directors, may make it more likely that we will consummate our initial business
combination. Each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed
transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.
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, officers, advisors or their affiliates may purchase shares in privately negotiated
transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit
on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions,
subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in
such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the Trust Account
will be used to purchase shares in such transactions. If they engage in such transactions, they will not make any such purchases when
they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation
M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender
offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;
however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will
comply with such rules. 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. Our sponsor, directors, officers, advisors or any of their affiliates will not
make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
The purpose of any such purchases of shares could
be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval
of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net
worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise
not be met. Any such purchases of our shares 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 may be reduced and
the number of beneficial holders of our Class A ordinary shares may be reduced, which may make it difficult to maintain or obtain the
quotation, listing or trading of our Class A ordinary shares on a national securities exchange.
Limitation on Redemption Upon Completion of Our Initial Business
Combination If We Seek Shareholder Approval
If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares without our prior consent.
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 management
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 20% of the shares sold in the Initial Public Offering could threaten to exercise
its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market
price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 20% of the shares sold in the
Initial Public Offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability
to complete our initial business combination, particularly in connection with a business combination with a target that requires as a
closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’
ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Redemption of Public Shares and Liquidation If No Initial Business
Combination
Our amended and restated memorandum and articles
of association provide that we will have only 24 months from the closing of the Initial Public Offering to complete our initial business
combination. If we are unable to complete our initial business combination within such 24-month 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 (less taxes payable and up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further 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 the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases
subject to the other requirements of applicable law.
Competition
In identifying, evaluating and selecting a target
business for our initial business combination, we may encounter competition from other entities having a business objective similar to
ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating
businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting
business combinations directly or through affiliates. Moreover, many of these competitors possess similar or 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 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.
Employees
We currently have two officers: Bihua Chen, our
Chief Executive Officer, and Jay Scollins, our Chief Financial Officer. 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 we have completed
our initial business combination. 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 completion of our initial business combination.
Available Information
We are required to file Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events (e.g., changes
in corporate control, acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business and
bankruptcy) in a Current Report on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at http://www.sec.gov.
In addition, the Company will provide copies of these documents without charge upon request from us in writing at 200 Clarendon Street,
52nd Floor, Boston, MA 02116 or by telephone at (857) 702-0370.
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
on Form 10-K 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.
RISKS RELATING TO OUR SEARCH FOR, AND CONSUMMATION
OF OR INABILITY TO CONSUMMATE, A 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 to
approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock
exchange listing requirements. In such case, 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 on such
approval. Accordingly, we may complete our initial business combination even if holders of a majority of our ordinary shares do not approve
of the business combination we complete.
If we seek shareholder approval of our initial business combination,
our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our
public shareholders vote.
Our initial shareholders own, on an as-converted basis, approximately
20% of our issued and outstanding ordinary shares
Our initial shareholders and management team also may from time to
time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association
provides that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved
if it is approved by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of the holders of the shares
present in person or by proxy at a general meeting of the company, including the founder shares. As a result, in addition to our initial
shareholders’ founder shares, we would need 4,312,501 or 37.5%, of the 11,500,000 Public Shares sold in the Initial Public Offering
to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding
shares are voted and the Private Placement Shares issued to our sponsor are voted in favor of the transaction). Accordingly, if we seek
shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor
of our initial business combination will increase the likelihood that we will receive an ordinary resolution, being the requisite shareholder
approval for such initial business combination.
Your only opportunity to effect your 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 our initial business combination. 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 vote. Accordingly, your only opportunity to effect your investment decision
regarding our initial 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
transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for
working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. 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, in no event will we redeem our Public Shares in an amount that would cause our net tangible assets
to be less than $5,000,001. 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 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 larger number of shares are submitted for redemption than we initially expected,
we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third party financing.
Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable
levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results
in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time
of our initial business combination. In addition, 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
above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital
structure.
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 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 your exercise of redemption rights until we liquidate or you are able to sell your shares in the
open market.
The requirement that we complete our initial business combination
within 24 months after the closing of the Initial Public Offering 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 complete our initial business combination within 24 months
from the closing of the Initial Public Offering. 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 timeframe 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.
The novel coronavirus, or COVID-19, pandemic, including the efforts
to mitigate its impact, has and may continue to have a material adverse effect on our search for a business combination, as well as any
target business with which we ultimately consummate a business combination.
The COVID-19 pandemic, including efforts to combat
it, has and may continue to adversely affect our search for a business combination. In addition, the outbreak of COVID-19 has resulted
in a widespread health crisis that has and may continue to adversely affect the economies and financial markets worldwide. As such, the
business of any potential target business with which we may consummate a business combination could be materially and adversely affected.
In response to the pandemic, public health authorities
and local, national and international governments have implemented measures that may directly or indirectly impact our ability to search
for and acquire any target business, including measures such as voluntary or mandatory quarantines, restrictions on travel and orders
to limit the activities of non-essential workforce personnel. We may be unable to complete a business combination if concerns relating
to COVID-19 continue 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.
In addition, countries or supranational organizations
in our target markets may develop and implement legislation that makes it more difficult or impossible for entities outside such countries
or target markets to acquire or otherwise invest in companies or businesses deemed essential or otherwise vital. The extent to which the
COVID-19 pandemic impacts our search for and ability to consummate a business combination will depend on future developments, which are
highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 pandemic
and the actions to contain it or treat its impact. If the disruptions posed by COVID-19 pandemic continue for an extended period of time
and result in protectionist sentiments and legislation in our target markets, 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.
We may not be able to complete our initial business combination
within 24 months after the closing of the Initial Public Offering, 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 complete our initial business combination within 24 months after the closing of the Initial Public Offering. 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. Furthermore, we may be unable to complete a business combination if continued concerns relating to
COVID-19 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. Additionally, the outbreak of COVID-19
may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such 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 (less taxes payable and up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further 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 the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors
and in all cases subject to the other requirements of applicable law.
If we seek shareholder approval of our initial business combination,
our sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares from public shareholders,
which may influence a vote on a proposed business combination and reduce the public “float” 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 sponsor, directors, officers, advisors or their affiliates may purchase shares or equity-linked securities 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. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their
affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current
commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.
None of the funds in the Trust Account will be used to purchase shares or equity-linked securities in such transactions. Such purchases
may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial
owner thereof and therefore agrees not to exercise its redemption rights.
In the event that our sponsor, directors, officers, advisors
or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise
their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The
purpose of any such purchases could be to vote such shares in favor of the business combination and thereby increase the likelihood
of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that
requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it
appears that such requirement would otherwise not be met. Any such purchases may result in the completion of our initial business
combination that may not otherwise have been possible. 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.
In addition, if such purchases are made, the public
“float” of our Class A ordinary shares and the number of beneficial holders of our Class A ordinary shares may be reduced,
possibly making it difficult to obtain or maintain the quotation, listing or trading of our Class A ordinary shares on a national securities
exchange.
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 submitting or 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 materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity
to redeem its shares. In addition, proxy materials or tender offer documents, 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 tender or submit Public Shares for redemption. For example, we intend to require our public shareholders seeking to exercise their
redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option,
either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to
the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up
to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct
redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its Public Shares to
also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of
the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed
in the proxy or tender offer materials, as applicable, its shares may not be redeemed.
You will not be entitled to protections normally afforded to investors
of many other blank check companies.
Since the net proceeds of the Initial Public Offering
and the sale of the Private Placement Shares 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 U.S. securities laws. However, because
we have net tangible assets in excess of $5,000,000 upon the completion of the Initial Public Offering and the sale of the Private Placement
Shares and have 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 will not be afforded the
benefits or protections of those rules. Among other things, this means our shares will be immediately tradable and we will have a longer
period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if the Initial Public Offering
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 20% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 20% 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 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 20% of the shares sold in the Initial
Public Offering without our prior consent, which we refer to as the “Excess Shares.” 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 20% and, in order to dispose of such shares, would be required to sell your
shares in open market transactions, 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 are unable
to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the Trust
Account that are available for distribution to public shareholders.
We expect to encounter 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 similar or greater technical, human
and other resources to ours 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 the Initial Public Offering and the sale of the Private Placement Shares, 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 are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds
in the Trust Account that are available for distribution to public shareholders.
If the net proceeds of the Initial Public Offering and the sale
of the Private Placement Shares not being held in the Trust Account are insufficient to allow us to operate for at least the next 24 months,
it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination,
and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.
Of the net proceeds of the Initial Public Offering, only $1,000,000
will be available to us initially outside the Trust Account to fund our working capital requirements. We believe that the funds
available to us outside of the Trust Account will be sufficient to allow us to operate for at least the next 24 months; however,
we cannot assure you that our estimate is accurate. Of the funds available to us, we could 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 or merger agreements 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 or merger agreement 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, management team or other third parties to operate or may be forced to liquidate. Neither our
sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances.
Any such advances would 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 $1,500,000 of such loans may be convertible into Private Placement Shares of the post-business
combination entity at a price of $10.00 per share at the option of the lender. Prior to the completion of our initial business
combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor 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 are unable to complete 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 $10.00 per share, or possibly less, on our redemption of our Public Shares.
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 $10.00 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, 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 consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party
if management believes that such third party’s engagement would be in the best interests of the company under the circumstances.
WithumSmith+Brown, PC, our independent registered public accounting firm, and the underwriters of the Initial Public Offering will not
execute agreements with us waiving such claims to the monies held in the Trust Account.
Examples of possible instances where we may engage
a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills
are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases
where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities
will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we are unable to
complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with
our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought
against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could
be less than the $10.00 per Public Share initially held in the Trust Account, due to claims of such creditors. Pursuant to the letter
agreement the form of which is filed as an exhibit to the registration statement of which the prospectus forms a part, our sponsor has
agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or
a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or
business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and
(ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than
$10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not
apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in
the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters
of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. 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 $10.00
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 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) $10.00 per share and (ii) the actual amount per Public Share held in the Trust Account as of
the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in
each case less taxes payable, and our sponsor asserts that it is unable to satisfy his obligations or that he 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, for example, the cost of such legal action
is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that
a favorable outcome is not likely. 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 $10.00 per share.
If, after we distribute the proceeds in the Trust Account to our
public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency 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 insolvency petition or an involuntary bankruptcy or insolvency petition is
filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or
bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy 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 insolvency petition or an involuntary bankruptcy or insolvency 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 insolvency petition or an involuntary bankruptcy or insolvency petition is
filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may
be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To
the extent any bankruptcy claims deplete the Trust Account, 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:
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities,
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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:
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registration as an investment company;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements
and other rules and regulations.
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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 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
U.S. “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 Initial
Public Offering was not intended for persons who are seeking a return on investments in government securities or investment securities.
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 submitted 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 allow redemption 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
24 months from the closing of the Initial Public Offering or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial business combination activity; or (iii) absent an initial business combination within 24 months from the closing
of the Initial Public Offering, 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 are unable to complete
our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the Trust Account that
are available for distribution to public shareholders.
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 will be 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.
If we are unable to consummate our initial business combination
within 24 months from the closing of the Initial Public Offering, our public shareholders may be forced to wait beyond such to 24 months
before redemption from our Trust Account.
If we are unable to consummate our initial business combination
within 24 months from the closing of the Initial Public Offering, the proceeds then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account (less taxes payable and 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 Law (2020 Revision) of the Cayman Islands as the same may be amended from time
to time (“Companies Law”). In that case, investors may be forced to wait beyond 24 months from the closing of the Initial
Public Offering 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 we consummate our initial business combination prior thereto 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 are unable to complete our initial business combination.
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 offence and may be liable to a fine of $18,293 and to 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, which could delay the opportunity for our shareholders to appoint directors.
In accordance with Nasdaq corporate governance
requirements, we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following
our listing on Nasdaq. There is no requirement under the Companies Law 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.
In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment of
directors until after the consummation of our initial business combination.
Because we are neither limited to evaluating a target business in
a particular industry sector nor have we selected any 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.
Our efforts to identify a prospective initial business
combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business
combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire
a business or businesses that can benefit from our management team’s established global relationships and operating experience.
Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully
in a number of sectors, including the healthcare or healthcare-related industries sector. Our amended and restated memorandum and articles
of association prohibits us from effectuating a business combination with another blank check company or similar company with nominal
operations. Because we have not yet selected any specific target business with respect to a business combination, 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 Class
A ordinary shares 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 shareholders who choose to remain shareholders following the business combination could
suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless
they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary
duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender
offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
We may seek business combination opportunities in industries or
sectors that may be outside of our management’s areas of expertise.
We will consider a business combination outside of our management’s
areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business
combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business
combination candidate, 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 Class A ordinary shares will not ultimately prove to be less favorable to investors in the Initial
Public Offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect
to pursue a business combination 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 the prospectus 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 ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following
our initial business combination could suffer a reduction in the value of their shares. Such shareholders 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, which could adversely affect the shareholder support
for the combination.
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 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 law, 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 are unable to complete our initial business combination, our public shareholders may only receive
their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders.
We are not required to obtain an opinion from an independent investment
banking firm or from a valuation or appraisal 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 or our board of directors cannot independently determine the fair market value of the target business or businesses
(including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking
firm which is a member of FINRA or from a valuation or appraisal firm 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 materials or tender offer documents, as applicable, related to our initial business combination.
We may issue additional Class A ordinary shares or preferred 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 therein. Any such issuances would dilute the interest
of our shareholders and likely present other risks.
Our amended and restated memorandum and articles of
association authorizes the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary
shares, par value $0.0001 per share, and 5,000,000 preferred shares, par value $0.0001 per share. As of the date of this Form 10-K, there
are 488,070,000 and 47,125,000 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for
issuance which amount does not take into account shares issuable upon conversion of the Class B ordinary shares. The Class B ordinary
shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial
business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated memorandum
and articles of association, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities
related to our initial business combination. As of the date of this Form 10-K, there are no preferred shares issued and outstanding.
We may issue a substantial number of additional
Class A ordinary shares or preferred 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 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 therein.
However, our amended and restated memorandum and articles of association provide, among other things, that prior to 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. 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 preferred shares:
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may significantly dilute the equity interest of investors
in the Initial Public Offering;
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may subordinate the rights of holders of Class A ordinary
shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares;
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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; and
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may adversely affect prevailing market prices for our Class
A ordinary shares.
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Unlike some other similarly structured special purpose acquisition
companies, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial
business combination.
The founder shares will automatically convert into
Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one
basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject
to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or
deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all
founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after
giving effect to any redemptions of Class A ordinary shares by public shareholders), including 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
the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary
shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller
in the initial business combination and any Private Placement Shares issued to our sponsor, officers or directors upon conversion of working
capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.
Resources could be wasted in researching business combinations that
are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If
we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds
in the Trust Account that are available for distribution to public shareholders.
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, consultants 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 are unable
to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the Trust
Account that are available for distribution to public shareholders.
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, 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. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent
taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable
year. Moreover, 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 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, but there can be no assurance that
we will timely provide such required information. We urge U.S. investors to consult their own tax advisors regarding the possible
application of the PFIC rules.
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, officers, directors or existing holders 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, officers, directors or existing
holders. Our directors also serve as officers and board members for other entities, including, without limitation, those described
under “Directors, Executive Officers and Corporate Governance — Conflicts of Interest.” 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 which is a member of FINRA or a valuation or appraisal firm 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, officers,
directors or existing holders, 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 sponsor, officers and directors will lose their entire
investment in us if our initial business combination is not completed (other than with respect to public shares they may have acquired
during or after the Initial Public Offering), a conflict of interest may arise in determining whether a particular business combination
target is appropriate for our initial business combination.
On August 19, 2020, our sponsor paid $25,000,
or approximately $0.007 per share, to cover certain of our offering and formation costs in exchange for 3,593,750 founder shares. On
September 30, 2020, our sponsor surrendered, for no consideration, 718,750 founder shares, resulting in our sponsor holding
2,875,000 founder shares (value of $0.009 per share). In September 2020, our sponsor transferred 30,000 founder shares to each of
Dr. Chang, Mr. Lewis and Mr. Schmid.
Prior to the initial investment in the company
of $25,000 by the sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined
by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding
was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 11,500,000 shares if
the underwriters’ over-allotment option was exercised in full, and therefore that such founder shares would represent 20% of the
outstanding shares after the Initial Public Offering. The founder shares will be worthless if we do not complete an initial business combination.
In addition, our sponsor purchased an aggregate of 430,000 Private Placement Shares for an aggregate purchase price of $4,300,000, or
$10.00 per share. The Private Placement Shares will also be worthless if we do not complete our initial business combination. The personal
and financial interests of our 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 24-month anniversary of the closing of the Initial Public Offering nears, which is the deadline for
our completion of an initial business combination.
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 the prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following the Initial Public Offering,
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:
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default and foreclosure on our assets if our operating revenues
after an initial business combination are insufficient to repay our debt obligations;
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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;
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our immediate payment of all principal and accrued interest,
if any, if the debt security is payable on demand;
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our inability to obtain necessary additional financing if
the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
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our inability to pay dividends on our Class A ordinary shares;
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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;
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limitations on our flexibility in planning for and reacting
to changes in our business and in the industry in which we operate;
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increased vulnerability to adverse changes in general economic,
industry and competitive conditions and adverse changes in government regulation; and
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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.
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We may only be able to complete one business combination with the
proceeds of the Initial Public Offering and the sale of the Private Placement Shares, 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:
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solely dependent upon the performance of a single business,
property or asset; or
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dependent upon the development or market acceptance of a single
or limited number of products, processes or services.
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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 business combination 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.
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 provide that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less
than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration
to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash
to satisfy other conditions. 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 any
of their 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, special
purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments.
We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments
in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
In order to effectuate a business combination,
special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments.
For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds
and extended the time to consummate an initial business combination. Amending such provisions of our amended and restated memorandum and
articles of association will require a special resolution under Cayman Islands law, being the affirmative vote of a majority of at least
two-thirds of the shareholders who attend and vote at a general meeting of the company. In addition, our amended and restated memorandum
and articles of association requires 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) to modify the substance or timing of
our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do
not complete an initial business combination within 24 months of the closing of the Initial Public Offering or (B) with respect to any
other material provisions relating to shareholders’ rights or pre-initial business combination activity. To the extent any of such
amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would
register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our
charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business
combination.
The provisions of our amended and restated memorandum and articles
of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release
of funds from our Trust Account) may be amended with the approval of holders of not less than two-thirds of our ordinary shares who attend
and vote at a general meeting of the company (or 65% of our ordinary shares with respect to amendments to the trust agreement governing
the release of funds from our Trust Account), which is a lower amendment threshold than that of some other special purpose acquisition
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.
Our amended and restated memorandum and articles
of association provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds
of the Initial Public Offering and the private placement of shares 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,
under Cayman Islands law being the affirmative vote of the holders of at least two-thirds of our ordinary shares who attend and vote at
a general meeting of the company (provided the holders of at least 50% of our ordinary shares attend such meeting), and corresponding
provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of
our outstanding ordinary shares. Our initial shareholders, who beneficially own approximately 20% of our ordinary shares 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 special purpose acquisition 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, officers, directors and director nominees
have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum
and articles of association (A) to modify the substance or timing of our obligation to allow redemption 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 24 months from
the closing of the Initial Public Offering or (B) with respect to any other material provisions relating to shareholders’ rights
or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary
shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided
by the number of 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, officers, directors or director nominees 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.
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.
We have not selected any specific business combination
target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial
Public Offering and the sale of the Private Placement Shares. As a result, if the cash portion of the purchase price exceeds the amount
available from the Trust Account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional
financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable
terms, if at all. 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. Further, we may be required to obtain additional financing in connection with the closing of our initial business
combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the
payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase
of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive their pro
rata portion of the funds in the Trust Account that are available for distribution to public shareholders. 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.
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 approximately 20%
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 shares in the Initial Public Offering or 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 the prospectus. 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 divided into three classes, each of which will generally serve for a term for three years with only one class of directors
being appointed in each year. We may not hold an annual or extraordinary 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 have considerable influence regarding the outcome. In addition, the founder shares, all of which are held by our initial
shareholders, will, in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at
least two thirds of the votes of all ordinary shares), entitle the holders to ten votes for every founder share. This provision of our
amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least
two-thirds of our ordinary shares voting in a general meeting. As a result, you will not have any influence over our continuation in a
jurisdiction outside the Cayman Islands 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.
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 the
proxy statement with respect to the vote on an initial business combination include historical and 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 international financial reporting
standards as issued by the International Accounting Standards Board 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). 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 statements in accordance with federal
proxy rules and complete our initial business combination within the prescribed time frame.
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 ending December
31, 2021. 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 business
combination.
The grant of registration rights to our initial shareholders and
holders of our Private Placement Shares 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 to be entered into concurrently
with the issuance and sale of the securities in the Initial Public Offering, our initial shareholders and their permitted transferees
can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our Private Placement Shares
and their permitted transferees can demand that we register the Private Placement Shares and the Class A ordinary shares and holders of
Private Placement Shares that may be issued upon conversion of working capital loans may demand that we register such shares or the Class
A ordinary shares issuable upon exercise of such loans. We will bear the cost of registering these securities. 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 Class A ordinary shares that is expected when
the ordinary shares owned by our initial shareholders, holders of our Private Placement Shares or holders of our working capital loans
or their respective permitted transferees are registered.
RISKS RELATING TO THE POST-BUSINESS COMBINATION
COMPANY
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 our share price, which could cause you to lose some or all of your investment.
Even if we conduct due diligence on a target business
with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within 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 debt financing to partially finance the initial
business combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following the business combination
could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value
unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or
other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation
or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material
omission.
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.
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-transaction 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-transaction company owns or acquires 50% or more
of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for 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-transaction company owns 50% or more of the voting securities of the target, our shareholders prior
to the business combination may collectively own a minority interest in the post 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 issued and 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.
We may have a limited ability to assess the management of a prospective
target business and, as a result, may effect 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 shareholders who choose to remain shareholders following
the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such
reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of
a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that
the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material
misstatement or material omission.
RISKS RELATING TO ACQUIRING AND OPERATING A
BUSINESS IN FOREIGN COUNTRIES
If we effect our initial business combination with a company located
outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.
If we pursue a target 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 initial business 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 we pursue a target 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:
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costs and difficulties inherent in managing cross-border business
operations;
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rules and regulations regarding currency redemption;
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complex corporate withholding taxes on individuals;
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laws governing the manner in which future business combinations
may be effected;
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exchange listing and/or delisting requirements;
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tariffs and trade barriers;
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regulations related to customs and import/export matters;
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local or regional economic policies and market conditions;
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unexpected changes in regulatory requirements;
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challenges in managing and staffing international operations;
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tax issues, such as tax law changes and variations in tax
laws as compared to the United States;
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currency fluctuations and exchange controls;
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challenges in collecting accounts receivable;
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cultural and language differences;
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employment regulations;
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underdeveloped or unpredictable legal or regulatory systems;
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protection of intellectual property;
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social unrest, crime, strikes, riots and civil disturbances;
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regime changes and political upheaval;
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terrorist attacks and wars; and
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deterioration of political relations with the United States.
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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, financial condition and results of operations.
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 may reincorporate in another jurisdiction which may result in
taxes imposed on shareholders.
We may, in connection with our initial business
combination or otherwise and subject to requisite shareholder approval by special resolution under the Companies Law, reincorporate in
the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder
to recognize taxable income in the jurisdiction in which the shareholder 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 to pay such taxes. Shareholders may be subject
to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.
An investment in our ordinary shares may result in uncertain
U.S. federal income tax consequences.
An investment in our ordinary shares may result in uncertain
U.S. federal income tax consequences. For example, 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 dividend income” 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 acquiring, owning or disposing of
our securities.
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 revenue-generating activities to compliance activities.
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.
If our management following our initial business combination is
unfamiliar with U.S. 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 U.S. securities laws. If new management is unfamiliar
with U.S. 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.
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.
After our initial business combination, substantially all of our
assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly,
our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal 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.
RISKS RELATING TO OUR MANAGEMENT TEAM
We are dependent upon our officers and directors and their loss
could adversely affect our ability to operate.
Our operations are dependent upon a relatively
small group of individuals and, in particular, our 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 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 officers. The unexpected loss
of the services of one or more of our directors or 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. The role of our key personnel in the target business, however,
cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory
positions following our initial business combination, it is likely that some or all of the management of the target business will remain
in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you
that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating
a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.
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, subject to their fiduciary duties under Cayman Islands law.
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 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 officers is engaged in other business endeavors for which he may be entitled to substantial
compensation, and our officers 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 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.
Our officers and directors presently have, and any of them in the
future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in
determining to which entity a particular business opportunity should be presented.
Following the completion of the Initial Public
Offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with
one or more businesses. 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 entities. 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. Our amended and restated memorandum and articles
of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such
opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity
that we are able to complete on a reasonable basis.
In addition, our sponsor and our officers and directors
may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during
the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional
conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would
materially affect our ability to complete our initial business combination.
Our 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,
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 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.
We may not have sufficient funds to satisfy indemnification claims
of our directors and officers.
We have agreed to 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. 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.
Our letter agreement with our sponsor, officers and directors may
be amended without shareholder approval.
Our letter agreement with our sponsor, officers
and directors contain provisions relating to transfer restrictions of our founder shares and Private Placement Shares, indemnification
of the Trust Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account. The letter agreement
may be amended without shareholder approval (although releasing the parties from the restriction not to transfer the founder shares for
185 days following the date of the prospectus will require the prior written consent of the underwriters). While we do not expect our
board to approve any amendment to the letter agreement 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 the letter agreement.
Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value
of an investment in our securities.
RISKS RELATING TO OUR SECURITIES
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,
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 and on the
conditions described herein, (ii) the redemption of any Public Shares properly submitted 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 allow redemption
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 24 months from the closing of the Initial Public Offering or (B) with respect to any other material provisions relating
to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of our Public Shares if we are unable
to complete an initial business combination within 24 months from the closing of the Initial Public Offering, subject to applicable law
and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the Trust
Account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares, potentially at a loss.
Nasdaq may delist our Class A ordinary shares from trading on its
exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
We have been approved to have our Class A ordinary
shares listed on Nasdaq. Although after giving effect to the Initial Public Offering we expect to meet, on a pro forma basis, the minimum
initial listing standards set forth in Nasdaq listing standards, we cannot assure you that our Class A ordinary shares will continue to
be listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq
prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, following
the Public Offering, we must maintain a minimum amount in shareholders’ equity (generally $2,000,000) and a minimum number of holders
of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required
to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing
requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally
be required to be at least $4.00 per share and our shareholders’ equity would generally be required to be at least $5.0 million.
If Nasdaq delists our Class A ordinary shares
from trading on its exchange and we are not able to list our Class A ordinary shares on another national securities exchange, we expect
our Class A ordinary shares could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse
consequences, including:
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a limited availability of market quotations for our Class
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reduced liquidity for our Class A ordinary shares;
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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 Class A ordinary shares;
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a limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities or obtain
additional financing in the future.
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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 we expect that our Class A ordinary shares will be listed on Nasdaq, our Class A ordinary
shares will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our Class A
ordinary shares, 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
Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in
which we offer our securities.
Our initial shareholders have paid an aggregate of $25,000, or
approximately $0.009 per founder share and, accordingly, investors will experience immediate and substantial dilution from the purchase
of our Class A ordinary shares.
The difference between the public offering price
per share and the pro forma net tangible book value per share of our Class A ordinary shares after the Initial Public Offering constituted
the dilution to investors in the Initial Public Offering. Our initial shareholders acquired the founder shares at a nominal price, significantly
contributing to this dilution. Upon closing of the Initial Public Offering the public shareholders incurred an immediate and substantial
dilution of approximately 87.8% (or $8.78 per share), the difference between the pro forma net tangible book value per share after the
Initial Public Offering of $1.22 and the initial offering price of $10.00 per share. This dilution would increase to the extent that the
anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon
conversion of the founder shares at the time of our initial business combination. In addition, because of the anti-dilution protection
in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately
dilutive to our Class A ordinary shares.
The determination of the offering price of our Class A ordinary
shares and the size of the Initial Public Offering is more arbitrary than the pricing of shares and size of an offering of an operating
company in a particular industry. You may have less assurance, therefore, that the offering price of our shares properly reflects the
value of such shares than you would have in a typical offering of an operating company.
Prior to the Initial Public Offering there has
been no public market for any of our Class A ordinary shares. The Initial Public Offering price of the shares was negotiated between us
and the underwriters. In determining the size of the Initial Public Offering, management held customary organizational meetings with the
representative of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally,
and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of the
Initial Public Offering, prices and terms of the Class A ordinary shares include:
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the history and prospects of companies whose principal business
is the acquisition of other companies;
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prior offerings of those companies;
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our prospects for acquiring an operating business at attractive
values;
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a review of debt to equity ratios in leveraged transactions;
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an assessment of our management and their experience in identifying
operating companies;
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general conditions of the securities markets at the time of
the Initial Public Offering; and
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other factors as were deemed relevant.
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Although these factors were considered, the determination
of our offering size, price and terms of the shares is more arbitrary than the pricing of securities of an operating company in a particular
industry since we have no historical operations or financial results.
There is currently no market for our securities and a market for
our securities may not develop, which would adversely affect the liquidity and price of our securities.
There is currently no market for our securities.
Shareholders therefore have no access to information about prior market history on which to base their investment decision. Following
the Initial Public Offering, the price of our securities may vary significantly due to one or more potential business combinations and
general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it
may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.
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 officers, or enforce judgments obtained in the U.S. courts against our directors or officers.
Our corporate affairs will be governed by our amended
and restated memorandum and articles of association, the Companies Law (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 Maples and Calder, 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 U.S. company.
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; 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 U.S. courts predicated upon
civil liabilities and criminal penalties on our directors and officers under U.S. laws.
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 include a staggered board of directors and the ability of the board of directors to designate the terms of
and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that
otherwise could involve payment of a premium over prevailing market prices for our securities.
The securities in which we invest the funds
held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the
per-share redemption amount received by public shareholders may be less than $10.00 per share.
The proceeds held in the Trust Account will be invested only
in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term
U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates
in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee
of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States.
In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated
memorandum and articles of association our public shareholders are entitled to receive their pro-rata share of the proceeds held
in the Trust Account, plus any interest income not released to us, net of taxes payable. Negative interest rates could impact the
per-share redemption amount that may be received by public shareholders.
GENERAL RISK FACTORS
We are a blank check company with no operating history and no revenues,
and you have no basis on which to evaluate our ability to achieve our business objective.
We are a newly incorporated blank check company
incorporated under the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding
through the Initial Public Offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve
our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective
target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete
our initial business combination, we will never generate any operating revenues.
Past performance by our management team and their affiliates,
including investments and transactions in which they have participated and businesses with which they have been associated, may not be
indicative of future performance of an investment in the Company.
Information regarding our management team and their
affiliates, including investments and transactions in which they have participated and businesses with which they have been associated,
is presented for informational purposes only. Any past experience and performance by our management team and their affiliates and the
businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate
for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect
to any initial business combination we may consummate. You should not rely on the historical experiences of our management team and their
affiliates, including investments and transactions in which they have participated and businesses with which they have been associated,
as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our
management team or their affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond
our and our management team’s control, and our shareholders may experience losses on their investment in 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.
We are an emerging growth company and a smaller reporting company
within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging
growth companies or smaller reporting 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 internal controls 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
Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer
be an emerging growth company as of the following December 31. 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 an 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.
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. To the extent we take advantage of such reduced
disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
We employ a mail forwarding service, which may delay or disrupt
our ability to receive mail in a timely manner.
Mail addressed to the Company and received at its
registered office will be forwarded unopened to the forwarding address supplied by Company to be dealt with. None of the Company, its
directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman
Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability
to communicate with us.