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, the prospectus associated with our public offering and the Registration Statement, 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 will own 20% of
our issued and outstanding ordinary shares immediately following the completion of the offering (assuming our initial shareholders
do not purchase any units in the offering). 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
we receive 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, including the founder shares. As a result, in addition to our initial
shareholders’ founder shares, we would need 11,250,001, or 37.5%, of the 34,500,000 public shares sold in the 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 over-allotment option is not exercised). 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
by July 17, 2022 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
by July 17, 2022. 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.
Our search for a business combination, and any target business
with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19)
outbreak and the status of debt and equity markets.
In December 2019, a novel strain of
coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts
of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of
the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020,
U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the
U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the
outbreak as a “pandemic”. This 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, and the business of any potential target business with
which we may consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete
a business combination if continued concerns relating to 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. 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 COVID-19 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 COVID-19 and the actions to contain COVID-19 or
treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive
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 COVID-19 and other events.
We may not be able to complete our initial business combination
by July 17, 2022, 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 by July 17, 2022. 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
by July 17, 2022, 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 or public warrants
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 public warrants in privately
negotiated transactions or in the open market either prior to or following the completion of our initial business combination,
although they are under no obligation to do so. 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 NYSE rules.
However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms
or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants
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 of shares 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. The purpose of any such purchases of public
warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the
warrantholders for approval in connection with our initial business combination. Any such purchases of our securities 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 or public warrants and the number of beneficial holders of our
securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities
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 offering and
the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business
that has not been selected, we may be deemed to be a “blank check” company under the United States securities
laws. However, because we have net tangible assets in excess of $5,000,000 upon the completion of the offering and the sale of
the private placement warrants 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 units
are 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 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 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, and our warrants will expire worthless.
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 offering and the sale of
the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable
will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing
the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to
redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender
offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination.
Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we 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, and our warrants will expire worthless.
If the net proceeds of the offering and the sale of the private
placement warrants not being held in the trust account are insufficient to allow us to operate at least until July 17, 2022, 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 offering,
approximately $1.1 million was available to us outside the trust account as of December 31, 2020 to fund our working capital
requirements. We believe that the funds available to us outside of the trust account are sufficient to allow us to operate at least
until July 17, 2022; 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 enter 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
warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would
be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to
seek loans from parties other than our sponsor 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 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, and our warrants will expire worthless.
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 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 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 is to identify and complete a business combination and thereafter
to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to
resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our anticipated principal
activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested
in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement,
the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments,
and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling
businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company”
within the meaning of the Investment Company Act. The 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 by July 17, 2022 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 by July 17, 2022, 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,
and our warrants will expire worthless.
Changes in laws or regulations, or a failure to comply with
any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business
combination, and results of operations.
We are subject to laws and regulations enacted
by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements.
Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and
regulations and their interpretation and application may also change from time to time and those changes could have a material
adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or
regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate
and complete our initial business combination, and results of operations.
If we are unable to consummate our initial business combination
by July 17, 2022, 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 by July 17, 2022, 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. In that case, investors may be forced to wait beyond 24 months from the closing of the 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 NYSE 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 NYSE. 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 consumer brands sectors. 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 units will ultimately prove to be more favorable to investors than a direct
investment, if such opportunity were available, in a business combination target. Accordingly, any 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 units will not ultimately prove
to be less favorable to investors in the 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.
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, and our warrants will expire worthless.
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 200,000,000 Class A ordinary shares, par value $0.0001 per share,
20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share.
Immediately after the offering, there were 165,500,000 and 11,375,000 authorized but unissued Class A ordinary shares and
Class B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for
issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B ordinary shares. 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. Immediately after the offering, there
were 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 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 units, Class A ordinary shares and/or warrants.
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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 warrants 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, and our warrants will expire
worthless.
We anticipate that the investigation of
each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other
instruments will require substantial management time and attention and substantial costs for accountants, attorneys, 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,
and our warrants will expire worthless.
We may be a passive foreign investment company, or “PFIC,”
which could result in adverse United States 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 (as defined in the section of the prospectus captioned
“Taxation—United States Federal Income Tax Considerations—General”) of our Class A ordinary shares
or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting
requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up
exception (see the section of the prospectus captioned “Taxation—United States Federal Income Tax Considerations—U.S.
Holders—Passive Foreign Investment Company Rules”). 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 (and, in the case of the startup exception, potentially not until after the two taxable years following our current 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, we will endeavor to provide to a U.S. Holder such information as
the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement, in order to enable
the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will
timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. 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. 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 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
acquire during or after the offering), a conflict of interest may arise in determining whether a particular business combination
target is appropriate for our initial business combination.
On May 14, 2020, our sponsor paid $25,000,
or approximately $0.003 per share, to cover certain of our offering costs in exchange for 7,187,500 founder shares. On June 25,
2020, our sponsor transferred 15,000 founder shares to Robert Kirby and 25,000 founder shares to each of Michael Kives, Fred Langhammer
and Terry Lundgren, resulting in our sponsor holding 7,097,500 founder shares. Prior to the initial investment in the company of
$25,000 by the sponsor, the company had no assets, tangible or intangible. On July 14, 2020, we effected a share capitalization
of 1,437,500 shares and as a result our sponsor now holds 8,535,000 founder shares. 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 Public Offering would be a maximum
of 34,500,000 units, and therefore that such founder shares would represent 20% of the outstanding shares after the 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 8,900,000 private placement warrants for an aggregate purchase price of $8,900,000, or $1.00 per warrant. The private
placement warrants 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 July 17, 2022 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 this Form
10-K to issue any notes or other debt securities, or to otherwise incur outstanding debt following the 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 Public Offering and the sale of the private placement warrants, which will cause us to be solely dependent
on a single business which may have a limited number of products or services. This lack of diversification may negatively impact
our operations and profitability.
We may effectuate our initial business combination
with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not
be able to effectuate our initial business combination with more than one target business because of various factors, including
the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the
SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined
basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to
numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several
business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success
may be:
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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,
including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and
articles of association or governing instruments 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,
including their warrant agreements. 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 and, with respect
to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending
our amended and restated memorandum and articles of association 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,
and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect
to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private
placement warrants, 50% of the then outstanding private placement warrants. 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 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 offering and the private placement of warrants into the trust account and not release such amounts except
in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved
by special resolution, 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, 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 ordinary shares. Our initial shareholders,
who collectively beneficially own 20% of our ordinary shares upon the closing of the offering, 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
by July 17, 2022 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 offering and the sale of the private placement warrants. 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, and our warrants will expire worthless. In addition, even if we do not need
additional financing to complete our initial business combination, we may require such financing to fund the operations or growth
of the target business. The failure to secure additional financing could have a material adverse effect on the continued development
or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in
connection with or after our initial business combination.
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.
Upon closing of the offering, our initial shareholders own 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 units in the 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. Factors that would be considered in making such additional purchases would include consideration of the current trading
price of our Class A ordinary shares. In addition, our board of directors, whose members were appointed by our sponsor, is
and will be divided into three classes, each of which will generally serve for a term 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. 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 (“GAAP”) or international
financial reporting standards as issued by the International Accounting Standards Board (“IFRS”) depending on the circumstances
and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting
Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential
target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose
such 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.
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 such reincorporation may result in taxes imposed on shareholders.
We may, in connection with our initial business
combination 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.
We may reincorporate in another jurisdiction in connection
with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements
and we may not be able to enforce our legal rights.
In connection with our initial business
combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine
to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the
enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.
The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business,
business opportunities or capital.
We are subject to changing law and regulations regarding
regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
We are subject to rules and regulations
by various governing bodies, including, for example, the Securities and Exchange Commission, 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 United States securities laws, they may have to expend time and resources becoming familiar with such laws,
which could lead to various regulatory issues.
Following our initial business combination,
our management may resign from their positions as officers or directors of the company and the management of the target business
at the time of the business combination will remain in place. Management of the target business may not be familiar with United States
securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources
becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which
may adversely affect our operations.
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 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 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 warrants, 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 or warrants, potentially at a loss.
Our public shareholders will be entitled to receive funds from
the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only
in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations
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 by July 17, 2022 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 by July 17, 2022, 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. Holders
of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate
your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
NYSE may delist our securities from trading on its exchange,
which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
Our units, Class A ordinary shares and warrants are listed on
NYSE. Although we meet the minimum initial listing standards set forth in the NYSE listing standards, we cannot assure you that
our securities will continue to be, listed on NYSE in the future or prior to our initial business combination. In order to continue
listing our securities on NYSE 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
$2,500,000) 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 NYSE’s initial listing requirements,
which are more rigorous than NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities
on NYSE. 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. We cannot assure you that we will be able to meet those initial listing
requirements at that time.
If NYSE delists our securities from trading
on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities 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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limited availability of market quotations for our securities;
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reduced liquidity for our securities;
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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 securities;
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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 units and eventually our Class A ordinary
shares and warrants will be listed on NYSE, our units, Class A ordinary shares and warrants will qualify as covered securities
under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow
the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the
states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these
powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state
securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder
the sale of securities of blank check companies in their states. Further, if we were no longer listed on NYSE, 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.
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 United States courts against our directors or officers.
Our corporate affairs will be governed by
our amended and restated memorandum and articles of association, the Companies 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 United States 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 United States courts predicated upon civil liabilities and criminal penalties on our directors and officers
under United States 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.
We may amend the terms of the warrants in a manner that may
be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants.
As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of Class A
ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
Our warrants are issued in registered form under a warrant agreement
between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the
terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or to correct
any defective provision or mistake, including to conform the provisions of the warrant agreement to the description of the terms
of the warrants and the warrant agreement set forth in the prospectus, (ii) adjusting the provisions relating to cash dividends
on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with
respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary
or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that
the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely
affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants
in a manner adverse to a holder of public warrants if holders of at least 50% of the then outstanding public warrants approve of
such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding
public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price
of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary
shares purchasable upon exercise of a warrant.
Our warrant agreement will designate the courts of the State
of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain
types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders
to obtain a favorable judicial forum for disputes with our company.
Our warrant agreement will provide that,
subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant
agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction
shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum.
Notwithstanding the foregoing, these provisions
of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other
claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity
purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to
the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions
of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for
the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall
be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York
in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.
This choice-of-forum provision may limit
a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which
may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable
with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving
such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results
of operations and result in a diversion of the time and resources of our management and board of directors.
We may redeem your unexpired warrants prior to their exercise
at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem outstanding
warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that
the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period
ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrants holders and
provided certain other conditions are met. We will not redeem the warrants unless an effective registration statement under the
Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus
relating to those Class A ordinary shares is available throughout the 30-day redemption period, except if the warrants may
be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the
warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying
securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to (i) exercise
your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your
warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal
redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than
the market value of your warrants.
In addition, we have the ability to redeem
the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per
warrant upon a minimum of 30 days’ prior written notice of redemption; provided that the closing price of our Class
A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise
or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior
to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able
to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date
and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than
the value the holders would have received if they had been able to exercise their warrants at a later time at which the underlying
share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary
shares received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life
of the warrants.
None of the private placement warrants will
be redeemable by us so long as they are held by the sponsor or its permitted transferees.
Our warrants may have an adverse effect on the market price
of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.
We issued warrants to purchase 17,250,000
Class A ordinary shares as part of the units offered by the prospectus and, simultaneously with the closing of the Public
Offering and the closing of the over-allotment, we issued in a private placement an aggregate of 8,900,000 warrants, at $1.00 per
warrant. In addition, if the sponsor makes any working capital loans, it may convert those loans into up to an additional 1,500,000
private placement warrants, at the price of $1.00 per warrant. To the extent we issue ordinary shares to effectuate a business
transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of
these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase
the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued
to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or
increase the cost of acquiring the target business.
Because each unit contains one-half of one warrant and only
a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.
Each unit contains one-half of one warrant.
Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will
trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon
exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder.
This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one whole
share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon
completion of a business combination since the warrants will be exercisable in the aggregate for one-half of the number of shares
compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger
partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant
to purchase one whole share.
A provision of our warrant agreement may make it more difficult
for us to consummate an initial business combination.
If (i) we issue additional ordinary
shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination
at a Newly Issued Price of less than $9.20 per Class A ordinary share, (ii) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination,
and (iii) the Market Value of our Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the
$18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market
Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be
equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial
business combination with a target business.
The grant of registration rights to our initial shareholders
and holders of our private placement warrants 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 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 warrants and their permitted transferees can demand that we register the private placement warrants and the Class A
ordinary shares issuable upon exercise of the private placement warrants, and holders of securities that may be issued upon conversion
of working capital loans may demand that we register such units, shares, warrants or the Class A ordinary shares issuable
upon exercise of such warrants. 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 warrants or holders
of our working capital loans or their respective permitted transferees are registered.
You will not be permitted to exercise your warrants unless
we register and qualify the underlying Class A ordinary shares or certain exemptions are available.
If the issuance of the Class A ordinary
shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities
Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants
may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will
have paid the full unit purchase price solely for the Class A ordinary shares included in the units.
We are not registering the Class A
ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However,
under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days,
after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement
covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and
thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial business
combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants
until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will
be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in
the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current
or correct or the SEC issues a stop order.
If the Class A ordinary shares issuable
upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of
warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on
a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.
In no event will warrants be exercisable
for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants,
unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising
holder, or an exemption from registration or qualification is available.
If our Class A ordinary shares are
at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of
“covered securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of
warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance
with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect
a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and
in the event we do not so elect, we will use our best efforts to register or qualify the shares underlying the warrants under applicable
state securities laws to the extent an exemption is not available.
In no event will we be required to net cash
settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange
for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities
Act or applicable state securities laws.
You may only be able to exercise your public warrants on
a “cashless basis” under certain circumstances, and if you do so, you will receive fewer Class A ordinary shares
from such exercise than if you were to exercise such warrants for cash.
The warrant agreement provides that in the
following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will,
instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the
Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with
the terms of the warrant agreement; (ii) if we have so elected and the Class A ordinary shares are at the time of any
exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities”
under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the public warrants for redemption.
If you exercise your public warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants
for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of
Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of our Class A
ordinary shares (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The
“fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days
ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which
the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer Class A ordinary
shares from such exercise than if you were to exercise such warrants for cash.
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 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 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 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 30th. 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.