Item
1. Business.
Overview
We are a blank check company
incorporated as a Cayman Islands exempted company for the purpose of effecting our initial business combination.
While we may pursue a business
combination target in any business, industry or geographical location, we have focused and will continue to focus our search on businesses
in the fintech industries. Notwithstanding the foregoing, we will not pursue a target business that is headquartered in, or conducts
a majority of its business in, China or Hong Kong. We believe that we will add value to these businesses primarily by providing them
with access to the U.S. capital markets.
Initial Public Offering
On January 21, 2022, we consummated
our initial public offering of 8,625,000 units, including 1,125,000 units issued to the underwriters upon the full exercise of the over-allotment
option. Each unit consists of one Class A ordinary share, and one right, with each right entitling the holder thereof to receive one-tenth
(1/10) of one Class A ordinary share upon the consummation of an initial business combination. The units were sold at a price of $10.00
per unit, generating gross proceeds to the Company of $86,250,000.
Simultaneously with the closing
of the initial public offering, we completed the private sale of an aggregate of 388,750 units to our sponsor and Maxim at a purchase
price of $10.00 per private placement unit, generating gross proceeds of $3,887,500.
A total of $87,112,500, comprised
of $83,225,000 of the proceeds from the initial public offering and $3,887,500 of the proceeds of the sale of the private placement units
was placed in the trust account maintained by Continental, acting as trustee.
It is the job of our sponsor
and management team to complete our initial business combination. Our management team is led by Eric Chen, our Chief Executive Officer,
and Alex Hoerger, our Chairman of the Board. We must complete our initial business combination by January 21, 2023, 12 months from the
closing of our initial public offering (or by October 21, 2023, if our board approves extensions at the request of our sponsor). If our
initial business combination is not consummated by January 21, 2023 (or by October 21, 2023), then our existence will terminate, and
we will distribute all amounts in the trust account.
Investment Criteria
Our management team has focused
and will continue to focus on creating shareholder value by leveraging its experience in the management, operation and financing of businesses
to improve the efficiency of operations while implementing strategies to help our potential Acquisition target scale revenue organically
and/or through acquisitions. We have identified the following general criteria and guidelines, which we believe are important in evaluating
prospective target businesses. While we have used and will continue to use these criteria and guidelines in evaluating prospective businesses,
we may deviate from these criteria and guidelines should we see justification to do so.
| ● | Middle-Market Growth
Business. We primarily seek to acquire one or more growth
businesses with a total enterprise value of between $225,000,000 and 375,000,000. We believe
that there are a substantial number of potential target businesses within this valuation
range that can benefit from new capital for scalable operations to yield significant revenue
and earnings growth. We currently do not intend to acquire either a start-up company
(a company that has not yet established commercial operations) or a company with negative
cash flow. |
| ● | Companies
in Business Segments that Are Strategically Significant. We
seek to acquire businesses in sectors that are currently strategically significant., including
accounting and expense management, blockchain, capital markets, digital banking and financial
infrastructure, HR, payroll, and benefits, insurance, lending, payments, billing, and money
transfer, personal finance, real estate, regulatory tech, and wealth management. |
| ● | Business
with Revenue and Earnings Growth Potential. We seek to acquire
one or more businesses that have the potential for significant revenue and earnings growth
through a combination of both existing and new product development, increased production
capacity, expense reduction and synergistic follow-on acquisitions resulting in increased
operating leverage. |
| ● | Companies
with Potential for Strong Free Cash Flow Generation. We seek
to acquire one or more businesses that have the potential to generate strong, stable and
increasing free cash flow. We intend to focus on one or more businesses that have predictable
revenue streams and definable low working capital and capital expenditure requirements. We
may also seek to prudently leverage this cash flow in order to enhance shareholder value. |
| ● | Benefit
from Being a Public Company. We intend to acquire a business
or businesses that will benefit from being publicly traded and which can effectively utilize
access to broader sources of capital and a public profile that are associated with being
a publicly traded company. |
These criteria are not intended
to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant,
on these general criteria and guidelines as well as other considerations, factors and criteria that our management team may deem relevant.
We believe our management team’s extensive contacts, broad industry knowledge and highly regarded experience will yield a robust
deal flow from which we may select a target. We seek to acquire the target on terms and in a manner that leverages our management team’s
experience. The potential upside from growth in the target business and an improved capital structure will be weighed against any identified
downside risks designed to balance value creation with capital preservation. In the event that we decide to enter into an initial business
combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does
not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed
in this Report, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC. In
evaluating a prospective target business, we conduct a due diligence review which encompasses, among other things, meetings with incumbent
ownership, management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing
financial and other information which will be made available to us.
Competitive Strengths
Management Team
We believe that our management
team’s extensive relationships within the financial services industry enable us to identify business combination opportunities
with significant potential upside. Our management team’s combined experience, when paired with our ability to perform under varying
economic environments, is a differentiating factor that is highly attractive to potential target companies.
Status as a Public Company
We believe that our structure
as a public company makes us an attractive business combination partner to target businesses. As an existing public company, we offer
a target business an alternative to a traditional initial public offering through a merger or other business combination. In this situation,
the owners of the target business would exchange their stock, shares or other equity interests in the target business for our ordinary
shares or for a combination of our ordinary shares and cash, allowing us to tailor the consideration used in the transaction to the specific
needs of the sellers. We believe that target businesses might find this avenue a more certain and cost-effective method to becoming
a public company than a typical initial public offering. In a typical initial public offering, there are additional expenses incurred
in marketing, roadshow and public reporting efforts that will likely not be present to the same extent in connection with a business
combination with us. Furthermore, once the business combination is consummated, the target business will have effectively become a public
company, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as
general market conditions that could prevent the offering from occurring. Once public, we believe the target business would then have
greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests than
it would have as a privately-held company. Public company status can offer further benefits by enhancing a company’s profile
among potential new customers and vendors and attracting talented employees. While we believe that our status as a public company will
make us an attractive business partner, some potential target businesses may view the inherent limitations in our status as a blank check
company as a deterrent and may prefer to effect a business combination with a more established entity or with a private company. These
limitations include constraints on our available financial resources, which may be inferior to those of other entities pursuing the acquisition
of similar target businesses; the requirement that we seek shareholder approval of a business combination or conduct a tender offer in
relation thereto, which may delay the consummation of a transaction; and the existence of our outstanding rights, which may represent
a source of future dilution.
Financial Position
With funds in the trust account
of $87,120,404.63 available to use for a business combination as of March 15, 2022, we will offer a target business a variety of options
such as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital
for the potential growth and expansion of its operations and strengthening its balance sheet by reducing its debt ratio. Because we are
able to consummate our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we
have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business
to fit its needs and desires. However, since we have no specific business combination under consideration, we have not taken any steps
to secure third party financing, and there can be no assurance that it will be available to us. Furthermore, redemptions in connection
with our initial business combination could reduce the amount of funds available to be used in connection with such business combinations.
Effecting a Business Combination
General
We are not presently engaged
in, and we will not engage in, any substantive commercial business until we consummate our initial business combination. We intend to
utilize cash derived from the proceeds of our initial public offering and the private placement of private units, our equity, debt or
a combination of these in effecting a business combination which has not yet been identified. A business combination may involve the
acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public
trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These
include time delays, significant expense, loss of voting control and compliance with various federal and state securities laws. In the
alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its early stages
of development or growth. While we may seek to effect simultaneous business combinations with more than one target business, we will
probably have the ability, as a result of our limited resources, to effect only a single business combination.
We will have up to 12 months
from the closing of our initial public offering, or January 21, 2023, to consummate an initial business combination. However, if we anticipate
that we may not be able to consummate our initial business combination by January 21, 2023, we may, by resolution of our board if requested
by our sponsor, extend the period of time to consummate a business combination up to three times, each by an additional three months
(for a total of up to 21 months to complete a business combination, or until October 21, 2023), subject to the sponsor depositing
additional funds into the trust account as set out below. Our shareholders will not be entitled to vote or redeem their shares in connection
with any such extension. However, our shareholders will be entitled to vote and redeem their shares in connection with a general meeting
held to approve an initial business combination or in a tender offer undertaken in connection with an initial business combination if
we propose such a business combination during any three-month extension period. Pursuant to the terms of our memorandum and articles
of association and the trust agreement entered into between us and Continental , in order for the time available for us to consummate
our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior
to the applicable deadline, must deposit into the trust account $862,500 ($0.10 per unit in either case, up to an aggregate of $2,587,500)
on or prior to the date of the applicable deadline, for each three month extension. In the event that we receive notice from our sponsor
five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing
such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day
after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees
are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable
to consummate an initial business combination within such time period, we will redeem 100% of our issued and outstanding public shares
for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including
interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $50,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described
herein, and then seek to liquidate and dissolve. We expect the pro rata redemption price to be approximately $10.10 per Class A
ordinary share (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account
any interest earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result
of claims of creditors which may take priority over the claims of our public shareholders.
Sources of Target Businesses
While we have not yet selected
a target business with which to consummate our initial business combination, we believe based on our management’s business knowledge
and past experience that there are numerous potential candidates. Our principal means of identifying potential target businesses may
be through the extensive contacts and relationships of our sponsor, initial shareholders, officers and directors. While our officers
and directors are not required to commit any specific amount of time in identifying or performing due diligence on potential target businesses,
our officers and directors believe that the relationships they have developed over their careers and their access to our sponsor’s
contacts and resources will generate a number of potential business combination opportunities that will warrant further investigation.
Target business candidates may be brought to our attention from various unaffiliated sources, including investment bankers, venture capital
funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses
may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources
may also introduce us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources will
have read our prospectus in connection with our initial public offering or this Report and know what types of businesses we are targeting.
Our officers and directors
must present to us all target business opportunities that have a fair market value of at least 80% of the assets held in the trust account
(excluding taxes payable on the income accrued in the trust account) at the time of the agreement to enter into the initial business
combination, subject to any pre-existing fiduciary or contractual obligations. We may engage the services of professional firms
or other individuals that specialize in business acquisitions, in which event we may pay a finder’s fee, consulting fee or other
compensation to be determined in an arm’s length negotiation based on the terms of the transaction. In no event, however, will
our sponsor, initial shareholders, officers, directors or their respective affiliates be paid any finder’s fee, consulting fee
or other compensation prior to, or for any services they render in order to effectuate, the consummation of an initial business combination
(regardless of the type of transaction that it is) other than the $10,000 administrative services fee, the payment of consulting, success
or finder fees to our sponsor, officers, directors, initial shareholders or their affiliates in connection with the consummation of our
initial business combination, the repayment of any loans to the Company and reimbursement of any out-of-pocket expenses. Our audit
committee reviews and approves all reimbursements and payments made to our sponsor, officers, directors or our or their respective affiliates,
with any interested director abstaining from such review and approval. We have no present intention to enter into a business combination
with a target business that is affiliated with any of our officers, directors or sponsors. However, we are not restricted from entering
into any such transactions and may do so if (i) such transaction is approved by a majority of our disinterested independent directors
and (ii) we obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation
opinions, that the business combination is fair to our unaffiliated shareholders from a financial point of view.
Selection of a Target Business and Structuring
of a Business Combination
Subject to our management
team’s pre-existing fiduciary obligations and the limitations that a target business have a fair market value of at least
80% of the balance in the trust account (excluding taxes payable on the income earned on the trust account) at the time of the execution
of a definitive agreement for our initial business combination, as described below in more detail, and that we must acquire a controlling
interest in the target business, our management will have virtually unrestricted flexibility in identifying and selecting a prospective
target business. We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses.
In evaluating a prospective target business, our management may consider a variety of factors, including one or more of the following:
| ● | financial condition
and results of operation; |
| ● | brand recognition
and potential; |
| ● | experience and
skill of management and availability of additional personnel; |
| ● | stage of development
of the products, processes or services; |
| ● | existing distribution
and potential for expansion; |
| ● | degree of current
or potential market acceptance of the products, processes or services; |
| ● | proprietary aspects
of products and the extent of intellectual property or other protection for products or formulas; |
| ● | impact of regulation
on the business; |
| ● | regulatory environment
of the industry; |
| ● | the target business’s
compliance with U.S. federal law; |
| ● | costs associated
with effecting the business combination; |
| ● | industry leadership,
sustainability of market share and attractiveness of market industries in which a target
business participates; and |
| ● | macro competitive
dynamics in the industry within which the company competes. |
These criteria are not intended
to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on
the above factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with
our business objective. In evaluating a prospective target business, we conduct an extensive due diligence review which encompasses,
among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information
which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties
we may engage, although we have no current intention to engage any such third parties.
The time and costs required
to select and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with
any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which
a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise
complete a business combination.
Fair Market Value of Target Business
Nasdaq listing rules require
that the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance
of the funds in the trust account (excluding taxes payable on the income earned on the trust account) at the time of the execution of
a definitive agreement for our initial business combination. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever
reason, we would no longer be required to meet the foregoing 80% fair market value test.
We currently anticipate structuring
a business combination to acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure
our initial business combination where we merge directly with the target business or where we acquire less than 100% of such interests
or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons,
but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of
the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the
post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example,
we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock,
shares or other equity interests of a target. In this case, we could 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 valued for purposes of the 80% of trust account balance
test.
The fair market value of
the target will be determined by our board of directors based upon one or more standards generally accepted by the financial community
(such as actual and potential sales, earnings, cash flow and/or book value). The proxy solicitation materials or tender offer documents
used by us in connection with any proposed transaction will provide public shareholders with our analysis of the fair market value of
the target business, as well as the basis for our determinations. If our board is not able to independently determine that the target
business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or
another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria.
We will not be required to
obtain an opinion from an investment banking firm as to the fair market value if our board of directors independently determines that
the target business complies with the 80% threshold. Additionally, pursuant to Nasdaq rules, any initial business combination must be
approved by a majority of our independent directors.
Lack of Business Diversification
We may seek to effect a business
combination with more than one target business, although we expect to complete our business combination with just one business. Therefore,
at least initially, the prospects for our success may be entirely dependent upon the future performance of a single business operation.
Unlike other entities which may have the resources to complete several business combinations of entities operating in multiple industries
or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from
the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of
diversification may:
| ● | subject us to
numerous economic, competitive and regulatory developments, any or all of which may have
a substantial adverse impact upon the particular industry in which we may operate subsequent
to a business combination, and |
| ● | result in our
dependency upon the performance of a single operating business or the development or market
acceptance of a single or limited number of products, processes or services. |
If we determine to simultaneously
acquire several businesses and such businesses 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 acquisitions, which may make it more difficult for us,
and delay our ability, to complete the business combination. With multiple acquisitions, 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.
Limited Ability to Evaluate the Target
Business’ Management
Although we scrutinize the
management of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you
that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure you that the future
management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our
officers and directors, if any, in the target business following a business combination cannot presently be stated with any certainty.
While it is possible that some of our key personnel will remain associated in senior management or advisory positions with us following
a business combination, it is unlikely that they will devote their full time efforts to our affairs subsequent to a business combination.
Moreover, they would only be able to remain with the company after the consummation of a business combination 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 them to receive compensation in the form of cash payments and/or our
securities for services they would render to the company after the consummation of the business combination. While the personal and financial
interests of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain
with the company after the consummation of a business combination will not be the determining factor in our decision as to whether or
not we will proceed with any potential business combination. Additionally, we cannot assure you that our officers and directors will
have significant experience or knowledge relating to the operations of the particular target business.
Following a business combination,
we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we
will have the ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills,
knowledge or experience necessary to enhance the incumbent management.
Shareholders May Not Have the Ability
to Approve an Initial Business Combination
In connection with any proposed
business combination, we will either (1) seek shareholder approval of our initial business combination at a general meeting called
for such purpose at which shareholders may seek to convert their shares, regardless of whether they vote for or against the proposed
business combination or don’t vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account
(net of taxes payable), or (2) provide our shareholders with the opportunity to sell their shares to us by means of a tender offer
(and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit
in the trust account (net of taxes payable), in each case subject to the limitations described herein. 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. If we determine to engage in a tender offer, such
tender offer will be structured so that each shareholder may tender all of his, her or its shares rather than some pro rata portion of
his, her or its shares. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial
and other information about the initial business combination as is required under the SEC’s proxy rules. Whether we seek shareholder
approval or engage in a tender offer, we will consummate our initial business combination only if we have net tangible assets of at least
$5,000,001 either immediately prior to or upon such consummation and, if we seek shareholder approval, we obtain the approval of an ordinary
resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general
meeting of the company.
We chose our net tangible
asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act of 1933,
as amended. However, if we seek to consummate an initial business combination with a target business that imposes any type of working
capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such
initial business combination, we may need to have more than $5,000,001 in net tangible assets either immediately prior to or upon consummation
and this may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may
not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable
time period, if at all. Public shareholders may therefore have to wait until January 21, 2023 (or until October 21, 2023) in order to
be able to receive a pro rata share of the trust account. Our sponsor, initial shareholders, officers and directors have agreed (1) to
vote any ordinary shares owned by them in favor of any proposed business combination, (2) not to convert any ordinary shares in
connection with a shareholder vote to approve a proposed initial business combination and (3) not sell any ordinary shares in any
tender in connection with a proposed initial business combination.
None of our officers, directors,
sponsor, initial shareholders or their affiliates has indicated any intention to purchase units or Class A ordinary shares in our
initial public offering or from persons in the open market or in private transactions. However, if we hold a general meeting to approve
a proposed business combination and a significant number of shareholders vote, or indicate an intention to vote, against such proposed
business combination or that they wish to have their shares redeemed, our officers, directors, sponsor, initial shareholders or their
affiliates could make such purchases in the open market or in private transactions in order to influence the vote and reduce the number
of redemptions. Notwithstanding the foregoing, our officers, directors, sponsor, initial shareholders and their affiliates will not make
purchases of Class A ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act,
which are rules designed to stop potential manipulation of a company’s stock.
Conversion Rights
At any meeting called to
approve an initial business combination, public shareholders may seek to convert their shares, regardless of whether they vote for or
against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in
the trust account as of two business days prior to the consummation of the initial business combination, less any taxes then due
but not yet paid. Alternatively, we may provide our public shareholders with the opportunity to sell their Class A ordinary shares
to us through a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate
amount then on deposit in the trust account, less any taxes then due but not yet paid.
Our sponsor, initial shareholders
and our officers and directors will not have conversion rights with respect to any ordinary shares owned by them, directly or indirectly,
whether acquired prior to our initial public offering or purchased by them in our initial public offering or in the aftermarket.
We may require public shareholders,
whether they are a record holder or hold their shares in “street name,” to either (i) tender their certificates to our
transfer agent or (ii) deliver their shares to the transfer agent electronically using the DWAC System, at the holder’s option,
in each case prior to a date set forth in the proxy materials sent in connection with the proposal to approve the business combination.
There is a nominal cost associated
with the above-referenced delivery process and the act of certificating the shares or delivering them through the DWAC System. The
transfer agent will typically charge the tendering broker $45.00 and it would be up to the broker whether or not to pass this cost on
to the holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise conversion rights.
The need to deliver shares is a requirement of exercising conversion rights regardless of the timing of when such delivery must be effectuated.
However, in the event we require shareholders seeking to exercise conversion rights prior to the consummation of the proposed business
combination and the proposed business combination is not consummated this may result in an increased cost to shareholders.
Any proxy solicitation materials
we furnish to shareholders in connection with a vote for any proposed business combination will indicate whether we are requiring shareholders
to satisfy such certification and delivery requirements. Accordingly, a shareholder would have from the time the shareholder received
our proxy statement up until two business days prior to the scheduled vote on the proposal to approve the business combination to
deliver his, her or its shares if he, she or it wishes to seek to exercise his conversion rights. This time period varies depending on
the specific facts of each transaction. However, as the delivery process can be accomplished by the shareholder, whether or not he, she
or it is a record holder or his, her or its shares are held in “street name,” in a matter of hours by simply contacting
the transfer agent or his broker and requesting delivery of his, her or its shares through the DWAC System, we believe this time period
is sufficient for an average investor. However, we cannot assure you of this fact. In connection with any general meeting called
to approve a proposed initial business combination, we may require shareholders who wish to convert their shares in connection with a
proposed business combination to comply with specific requirements for conversion that may make it more difficult for them to exercise
their conversion rights prior to the deadline for exercising their rights.
Any request to convert such
shares once made, may be withdrawn at any time up to the vote on the proposed business combination or the expiration of the tender offer.
Furthermore, if a holder of Class A ordinary shares delivered his certificate in connection with an election of their conversion
and subsequently decides prior to the applicable date not to elect to exercise such rights, he or she may simply request that the transfer
agent return the certificate (physically or electronically).
If the initial business combination
is not approved or completed for any reason, then our public shareholders who elected to exercise their conversion rights would not be
entitled to convert their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any shares
delivered by public holders.
Redemption of Public Shares and Liquidation
if No Initial Business Combination
Our sponsor, officers and
directors have agreed that we will have only 12 months from the closing of our initial public offering, or until January 21, 2023
(or up to 21 months from the closing of our initial public offering, or until October 21, 2023) if we extend the period of time
to consummate a business combination), to complete our initial business combination. If we are unable to complete our initial business
combination within such 12-month period (or 21-month period), we will: (1) cease all operations except for the purpose
of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less
up to $50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then
issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no
redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to complete our initial
business combination by January 21, 2023 (or by October 21, 2023).
Our initial shareholders
have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust
account with respect to their founder shares if we fail to complete our initial business combination by January 21, 2023 (or by October
21, 2023). However, if our initial shareholders acquire public shares, they will be entitled to liquidating distributions from the trust
account with respect to such public shares if we fail to complete our initial business combination by January 21, 2023 (or by October
21, 2023).
Our sponsor, officers and
directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our second amended and restated
memorandum and articles of association (A) that would affect our public shareholders’ ability to convert or sell their shares
to us in connection with a business combination as described herein or to modify the substance or timing of our obligation to redeem
100% of our public shares if we do not complete our initial business combination by January 21, 2023 (or by October 21, 2023) or (B) with
respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide
our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net
of taxes payable), divided by the number of then issued and outstanding public shares. However, we may not redeem our public shares in
an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon completion of our initial
business combination (so that we do not then become subject to the SEC’s “penny stock” rules).
If we do not consummate our
initial business combination by the deadline set forth in our second amended and restated memorandum and articles of association, we
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from amounts remaining out of the $45,369.75 of proceeds held outside the trust account as of December 31, 2021, although we cannot
assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses
associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required
to pay taxes, we may request the trustee to release to us an additional amount of up to $50,000 of such accrued interest to pay those
costs and expenses.
If we were to expend all
of the net proceeds of our initial public offering and the sale of the private units, other than the proceeds deposited in the trust
account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received
by shareholders upon our dissolution would be approximately $10.10. The proceeds deposited in the trust account could, however, become
subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure
you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.10. While we intend
to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
Although we seek to have
all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do
business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account
for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such
agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement,
breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case
in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third
party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis
of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management
believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible
instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there
is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any
negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of
our public shares, if we are unable to complete our initial business combination within the prescribed time frame, or upon the exercise
of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors
that were not waived that may be brought against us within the 10 years following redemption. Our sponsor has agreed that it will
be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products
sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of
funds in the trust account to below (1) $10.10 per public share or (2) such lesser amount per public share held in the trust
account as of the date of the liquidation of the trust account, due to reductions in the value of the trust assets, in each case net
of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any
and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial
public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is
deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims.
We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our
sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We
have not asked our sponsor to reserve for such obligations. None of our other officers will indemnify us for claims by third parties
including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds
in the trust account are reduced below (1) $10.10 per public share or (2) such lesser amount per public share held in the trust
account as of the date of the liquidation of the trust account, due to reductions in the value of the trust assets, in each case net
of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification
obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether
to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you
that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.10 per
share.
We have sought and will continue
to seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring
to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which
we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.
Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain
liabilities, including liabilities under the Securities Act. As of December 31, 2021, we have access to up to $45,369.75 to pay any such
potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately
$50,000. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient,
shareholders who received funds from our trust account could be liable for claims made by creditors. As of December 31, 2021, the amount
held outside the trust account was $45,369.75.
If we file a bankruptcy or
winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds
held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our insolvency estate and
subject to the claims of third parties with priority over the claims of our shareholders. To the extent any insolvency claims deplete
the trust account, we cannot assure you we will be able to return $10.10 per share to our public shareholders. Additionally, if we file
a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,
any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as a
voidable performance. As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.
Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby
exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing
the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.
Our public shareholders will
be entitled to receive funds from the trust account only upon the earliest to occur of: (1) the completion of our initial business
combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject
to the limitations described herein, (2) the redemption of any public shares properly submitted in connection with a shareholder
vote to amend our second amended and restated memorandum and articles of association (A) that would affect our public shareholders’
ability to convert or sell their shares to us in connection with a business combination as described herein or to modify the substance
or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by January 21,
2023 (or by October 21, 2023) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business
combination activity and (3) the redemption of our public shares if we are unable to complete our initial business combination by
January 21, 2023 (or by October 21, 2023), subject to applicable law and as further described herein. In no other circumstances will
a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection
with our initial business combination, a shareholder’s voting in connection with our initial business combination alone will not
result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must
have also exercised its redemption rights described above.
Second Amended and Restated Memorandum and
Articles of Association
Our second amended and restated
memorandum and articles of association contain certain requirements and restrictions relating to our initial public offering that will
apply to us until the completion of our initial business combination. Our second amended and restated memorandum and articles of association
contain a provision which provides that, if we seek to amend our second amended and restated memorandum and articles of association (A) that
would affect our public shareholders’ ability to convert or sell their shares to us in connection with a business combination as
described herein or to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our
initial business combination within 12 months from the closing of our initial public offering, or January 21, 2023 (or up to 21 months
from the closing of our initial public offering, or October 21, 2023, if we extend the period of time to consummate a business combination),
or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity,
we will provide public shareholders with the opportunity to redeem their public shares in connection with any such amendment. Specifically,
our second amended and restated memorandum and articles of association provide, among other things, that:
| ● | prior to the completion
of our initial business combination, we shall either (1) seek shareholder approval of
our initial business combination at a general meeting called for such purpose at which public
shareholders may elect to redeem their public shares without voting, and if they do vote,
irrespective of whether they vote for or against the proposed business combination, or (2) provide
our public shareholders with the opportunity to redeem all or a portion of their public shares
upon the completion of our initial business combination by means of a tender offer (and thereby
avoid the need for a shareholder vote), in each in cash, for an amount payable in cash equal
to the aggregate amount then on deposit in the trust account as of two business days
prior to the completion of our initial business combination, including interest (which interest
shall be net of taxes payable), divided by the number of then issued and outstanding public
shares, subject to the limitations described herein; |
| ● | we will consummate
our initial business combination only if we have net tangible assets of at least $5,000,001
either immediately prior to or upon completion of our initial business combination and, solely
if we seek shareholder approval, we obtain the approval of an ordinary resolution under Cayman
Islands law, which requires the affirmative vote of a majority of the shareholders who attend
and vote at a general meeting of the company; |
| ● | if our initial
business combination is not consummated within 12 months (or up to 21 months) from
the closing of our initial public offering, or by January 21, 2023 (or by October 21, 2023),
then our existence will terminate and we will distribute all amounts in the trust account;
and |
| ● | prior to our initial
business combination, we may not issue additional shares that would entitle the holders thereof
to (1) receive funds from the trust account or (2) vote as a class with our public
shares (a) on any initial business combination or (b) to approve an amendment to
our second amended and restated memorandum and articles of association to (x) extend
the time we have to consummate a business combination beyond 12 months (or up to 21 months)
from the closing of our initial public offering, or January 21, 2023 (or October 21, 2023),
or (y) amend the foregoing provisions. |
These provisions cannot be
amended without the approval of holders of at least two-thirds of our ordinary shares. In the event we seek shareholder approval
in connection with our initial business combination, our second amended and restated memorandum and articles of association provide that
we may consummate our initial business combination only if approved by a majority of the ordinary shares voted by our shareholders at
a duly held general meeting.
Additionally, our second
amended and restated memorandum and articles of association provide that, prior to our initial business combination, only holders of
our founder shares will have the right to vote on the appointment of directors and that holders of a majority of our founder shares may
remove a member of the board of directors for any reason. These provisions of our second amended and restated memorandum and articles
of association may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting.
With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business
combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single
class, with each share entitling the holder to one vote.
Competition
We expect to encounter intense
competition from other entities having a business objective similar to ours, including private investors (which may be individuals or
investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses
we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting,
directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors
possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be
relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we
could potentially acquire with the net proceeds of our initial public offering and the sale of the private units, 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, in the
event we seek shareholder approval of our initial business combination and we are obligated to pay cash for our Class A ordinary
shares, it will potentially 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.
Conflicts of Interest
Our sponsor, officers and
directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion
of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining
whether to present business combination opportunities to us or to any other blank check company with which they may become involved.
All of our executive officers
and certain of our directors have or may have fiduciary and contractual duties to certain companies in which they have invested. These
entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded
from pursuing it.
Our officers and directors
have agreed to present to us all target business opportunities that have a fair market value of at least 80% of the assets held in the
trust account (excluding taxes payable on the income accrued in the trust account), subject to any pre-existing fiduciary or contractual
obligations. If any of our officers or directors becomes aware of an initial business combination opportunity that may be attractive
to any entity to which he has pre-existing fiduciary or contractual obligations, he will be required to present such initial business
combination opportunity to such entity prior to presenting such initial business combination opportunity to us. Certain of our officers
and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities
pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly,
they will be required to present all suitable business combination opportunities to such entities prior to presenting them to our company
for consideration.
We do not believe, however,
that the above-mentioned fiduciary duties or contractual obligations of our officers or directors will materially affect our ability
to complete our initial business combination.
Our second amended and restated
memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving
as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly
or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy
in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for
any director or officer, on the one hand, and us, on the other.
Indemnity
Our sponsor has agreed that
it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the
amount of funds in the trust account to below (1) $10.10 per public share or (2) such lesser amount per public share held in
the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each
case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and
all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public
offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver
is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.
We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our
sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We
have not asked our sponsor to reserve for such obligations.
Employees
We currently have 2 executive
officers and do not intend to have any full-time employees prior to the completion of our initial business combination. Members
of our management team are not obligated to devote any specific number of hours to our matters but they devote as much of their
time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any such
person devotes in any time period varies based on whether a target business has been selected for our initial business combination and
the current stage of the business combination process.
Periodic Reporting and Financial Information
Our units, Class A ordinary
shares, and rights are registered under the Exchange Act, and as a result, we have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our
annual reports, including this Report, contain financial statements audited and reported on by our independent registered public auditors.
We will provide shareholders
with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials
sent to shareholders to assist them in assessing the target business. These financial statements may be required to be prepared in accordance
with, or be reconciled to, U.S. GAAP or IFRS, depending on the circumstances and the historical financial statements may be required
to be audited in accordance with PCAOB standards. These financial statement requirements may limit the pool of potential target businesses
we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements
in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. While this
may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.
We will be required to evaluate
our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in
the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company,
will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of
the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
We have filed a Registration
Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As
a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing
a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the completion of our
initial business combination.
We are an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible
to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not
“emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107
of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging
growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging
growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion
of our initial public offering (January 21, 2022), (b) in which we have total annual gross revenue of at least $1.07 billion,
or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter, and (2) the
date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.
References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
Additionally, we are a “smaller
reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage
of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary
shares held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our
annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds
$700 million as of the end of that year’s second fiscal quarter.