BACKGROUND
We are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
On March 8,
2021, we consummated our IPO of 15, 525,000 units (the units), with each unit consisting of one Class A ordinary share, par value $0.0001 per share, which we refer to (together with any shares issued in exchange thereof) as the
public shares, and one-fourth of one redeemable warrant, generating gross proceeds of $155,250,000. On March 8, 2021, the underwriter of our IPO partially exercised the over-allotment option
to purchase an additional 2,025,000 units (the over-allotment units). On March 8, 2021, we completed the sale of the over-allotment units to the underwriter (the Over-Allotment), generating gross proceeds of
approximately $2,025,000.
Simultaneously with the closing of our IPO, we completed the private placement of 6,105,000 private placement
warrants, at a purchase price of $1.00 per private placement warrant, to our Sponsor, generating gross proceeds to us of $6,105,000. The private placement warrants are identical to the warrants sold as part of the units in our IPO except that, so
long as they are held by our Sponsor or its permitted transferees, they (1) may be exercised for cash or on a cashless basis, (2) are not subject to being called for redemption (except in certain circumstances when the public warrants are
called for redemption and a certain price per public share threshold is met), (3) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the our initial business combination
and (4) they (including the ordinary shares issuable upon exercise thereof) are entitled to registration rights.
Of the gross
proceeds received from our IPO, the Over-Allotment and the sale of the private placement warrants, $155,250,000 was deposited in the Trust Account.
The proceeds held in the Trust Account may be invested by the trustee only in U.S. government securities, within the meaning set forth in
Section 2(a)(16) of the Investment Company Act, 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. As of , 2023, funds held in the Trust Account totaled approximately
$ , and were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest in U.S. Treasury securities. However, to mitigate the risk of
being viewed as operating as an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act), we will, on or prior to the 24-month
anniversary of the effective date of the registration statement relating to our IPO, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money
market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial business combination or liquidation. As a result, following such liquidation, we will likely
receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receive upon any redemption of public shares or liquidation of the Company.
Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a
shareholder. These interests include, among other things, director or indirect ownership of founder shares and warrants that may become exercisable in the future and advances that will not be repaid in the event of our winding up and the possibility
of future compensatory arrangements. See the section entitled The Extraordinary General MeetingInterests of our Sponsor, Directors and Officers.
On the record date of the Extraordinary General Meeting, there were
ordinary shares outstanding, of which were public
shares and were founder shares. The founder shares carry voting rights in connection with the Extension Amendment Proposal, the Redemption Limitation
Amendment Proposal and
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