Overview
We are a blank check company newly incorporated
as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities, which we refer to throughout this Report as our initial business
combination. Our sponsor, Spitfire Sponsor LLC, is an affiliate of JAWS Estates Capital, the family office of Barry S. Sternlicht.
Our company is named after the famous Spitfire fighter
aircraft used by the British Royal Airforce (RAF) during the Battle of Britain in WWII. A smaller and nimbler “dream plane”,
the Spitfire’s outstanding handling and performance capabilities were second to none and beloved by pilots. The Spitfire technology
was a key competitive advantage of the RAF, which led to Britain handing Germany its first major defeat in WWII, marking a turning point
in the conflict. We chose this name because we endeavor to be like the Spitfire, a purposefully designed, smaller and nimbler special
purpose acquisition company (SPAC) that can outmaneuver in the competitive landscape to effect a world-class business combination.
Like the Spitfire, our Founders believe a SPAC vehicle
is the more potent way to capitalize on the benefits of the public markets. The elements of a) efficiency to listing time and b) ability
to show future growth, especially for our target company, all favor a founder friendly way of accessing the capital markets. We believe
that the early venture capital and late stage private equity markets contain numerous target companies that have the potential to benefit
materially from being publicly traded.
We intend to focus our efforts on identifying a
prospective target business with either all or a substantial portion of its activities in North America and/or Europe. We expect to focus
on consumer technology and related technology businesses that have attractive growth-oriented characteristics and strong underlying demand
drivers. As we focus our efforts in identifying a prospective target company or business, we will seek to capitalize on our Founder’s
multiple decades of combined investment experience, particularly in the consumer and consumer internet and technology sectors. We do not
intend to target industries that are competitive with Starwood Capital, which includes real estate, lodging, oil and gas and energy infrastructure.
Our Founders have a vast proprietary network of executives, investors and advisors. Particularly, each Founder maintains close relationships
with key founders, investors, and contacts in Silicon Valley, Silicon Alley, and other similar regions with growth technology companies.
The Founders employ a disciplined and highly selective investment process and expect to add value to a target company through add-on acquisitions,
capital structure optimization and operational improvements. Notwithstanding the foregoing, our efforts on identifying a prospective target
company or business will not be limited to a particular industry or geographic region.
We believe there are many potential targets within
the space that are both attractive acquisition opportunities and positioned to deliver substantial value to stockholders. Over the past
five years, over $200bn in private capital was raised in aggregate by over 1,000 companies in our target sectors. We estimate there
to be a significant number of businesses with valuations appropriate for our company that reside in our target sectors, with valuations
in excess of $1 billion. Such high growth technology companies are positioned in sub-sectors that have large total addressable markets
(TAM) previously underserved by incumbents, which have allowed technologically advantaged companies to capture a significant portion of
the TAM. Many traditional consumer businesses that have not previously fully embraced e-commerce are finding it difficult to compete,
while tremendous value has been created by consumer technology companies over the last decade as they race to build the next generation
of technology. Consumer technology businesses, or traditional businesses with a large technology component, simply have the benefit of
lower customer acquisition and marketing costs, lower adoption hurdles and a better product fit.
We believe that the COVID-19 pandemic has proven
to be a catalyst for growth in the consumer technology and related sectors, pulling forward digital consumer trends and adoption across
several consumer categories. For example, according to IBM’s U.S. Retail Index, the pandemic has accelerated the shift away from
physical stores to digital shopping by roughly five years. Consumer habits formed during the pandemic are likely to carry over into
the post-COVID recovery, across all generations, not just millennials and Gen Z. As a result, the consumer technology and related sectors
have grown substantially, with myriad businesses experiencing hyper growth, which is expected to continue. We believe that in order to
effectively address new and sustained demand levels, companies and businesses in these sectors need to access the public markets in a
timely manner, which may not be possible through a traditional initial public offering or spin-off.
Finally, our Founders are proven stewards of investor
capital and have a track record of investing in strong business models that operate in favorable gross-margin industries with long term
contracts and customers.
Past experience or performance of our management
team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction
or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of
our management team or their respective affiliates as indicative of future performance. Our management team and their respective affiliates
have been involved with a large number of public and private companies in addition to those identified above, not all of which have achieved
similar performance levels. See “Risk Factors—Past performance by our management team or their respective affiliates may not
be indicative of future performance of an investment in us.” No member of our management team has any experience in operating special
purpose acquisition companies. For a complete list of our executive officers and entities for which a conflict of interest may or does
exist between such officers and the company, please refer to “Management—Conflicts of Interest.”
On March 22, 2021, we entered into a Business Combination
Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”),
by and among the Company, JAWS Spitfire Merger Sub, LLC, a Delaware limited liability company (“JAWS Merger Sub”), and Velo3D.
The Business Combination Agreement provides for,
among other things, the consummation of the following transactions (collectively, the “Business Combination”) (i) the Company
will become a Delaware corporation (the “Domestication”) and, in connection with the Domestication, (A) the Company’s
name will be changed to “Velo3D, Inc.,” (B) each outstanding Class A ordinary share of the Company and each outstanding
Class b ordinary share of the Company will become one share of common stock of the Company (the “JAWS Common Stock”), and
(C) each outstanding warrant of the Company will become one warrant to purchase one share of JAWS Common Stock, and (ii) following the
Domestication, JAWS Merger Sub will merge with and into Velo3D, with Velo3D as the surviving company in the merger
and, after giving effect to such merger, continuing as a wholly-owned subsidiary of the Company.
Business Strategy
Our business strategy is to identify and complete
our initial business combination with a company that complements the experience of our Founders and can benefit from their operational
and investment expertise. Our selection process will leverage Mr. Sternlicht’s and Mr. Walters’ broad and deep relationship
network, unique industry experiences and deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network
has been developed through our Founders’ demonstrated success both investing in and operating businesses across a variety of industries,
developing a distinctive combination of capabilities including:
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a track record of creating and growing multi-billion dollar platforms in the public markets;
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extensive mergers and acquisitions experience, including driving transformational transactions;
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close relationships with key founders, investors, and contacts of venture capital and private equity backed companies, ranging from
seed to late stage;
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ability to enhance and advise management teams as they transition from private to public markets;
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experience driving capital allocation decisions at the corporate level;
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understanding of public market performance and requirements;
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history of sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses;
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deep relationships with sellers, financing providers and target management teams; and
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an extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting
companies with transition to public ownership.
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Upon completion of our initial public offering,
our Founders communicated with their network of relationships to articulate the parameters for our search for a target company and a potential
business combination and begin the process of pursuing and reviewing potential opportunities.
Acquisition Criteria
Consistent with our business strategy, we have
identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We
will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination
with a target business that does not meet these criteria and guidelines. We do not intend to target industries that are competitive with
Starwood Capital, which includes real estate, lodging, oil and gas and energy infrastructure. We intend to acquire one or more businesses
that we believe:
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are growth-oriented, market-leading companies within their industries;
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have a strong and competitive industry position, with demonstrated competitive advantages to maintain barriers to entry;
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would benefit from the Founders’ network or expertise such as additional management expertise, capital structure optimization,
acquisition advice or operational changes to drive improved financial performance;
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are fundamentally sound companies that are underperforming their potential;
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exhibit unrecognized value or other characteristics, desirable returns on capital and a need for capital to achieve the company’s
growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review;
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will offer an attractive risk-adjusted return for our shareholders,
potential upside from growth in the target business and an improved capital structure will be weighed against any identified downside
risks; and
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can benefit from being a publicly traded, are prepared to be
a publicly traded company and can utilize access to broader capital markets.
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These criteria and guidelines are not
intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the
extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our
management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that
does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and
guidelines in our shareholder communications related to our initial business combination, which, as discussed in this Report, would
be in the form of tender offer documents or proxy solicitation materials that we would file with the U.S. Securities and Exchange
Commission (the “SEC”).
In addition to any potential business candidates
we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated
sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets
or divisions.
Our Acquisition Process
In evaluating a prospective target business,
we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent
management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial
and other information about the target and its industry. We will also utilize our management team’s operational and capital planning
experience.
Each of our directors and officers, directly
or indirectly, own founder shares and/or private placement warrants following our initial public offering and, accordingly, may have a
conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial
business combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular business
combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any
agreement with respect to our initial business combination.
Certain of our officers and directors presently
have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such
officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary
duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an
entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer’s and director’s
fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business
combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity,
we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial
business combination. Our amended and restated memorandum and articles of association provide that we renounce our interest in any business
combination 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.
Our Founders, 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 management
time among various business activities, including identifying potential business combinations and monitoring the related due diligence.
Also, Mr. Sternlicht, as Chairman, shall not have day-to-day control of our affairs and shall not be involved in the day-to-day operations.
Initial Business Combination
So long as our securities a listed on the
NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market
value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable
on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business
combination. If our board of directors is not able to independently determine the fair market value of the target business or
businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry
Regulatory Authority, Inc., or FINRA, or an independent valuation or appraisal firm with respect to the satisfaction of such
criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market
value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target
company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects,
including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a
complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary
in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business
meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target
business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our
shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the U.S.
Securities and Exchange Commission (the “SEC”) in connection with a proposed transaction will include such opinion.
We anticipate structuring our initial business
combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the
equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that
the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet
certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination
if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-business combination company owns or acquires
50% or more of the voting securities of the target, our shareholders prior to 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 shares in exchange for all of the outstanding
capital stock, shares or other equity interests of a target business, or issue a substantial number of new shares to third-parties in
connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target.
However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business
combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100%
of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the
portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If
the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all
of the target businesses. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet
the foregoing 80% of net asset test.
To the extent we effect our initial business
combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected
by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular
target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
The time required to select and evaluate a target
business and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target
business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the
funds we can use to complete another business combination.
Other Considerations
We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our sponsor, Founders, officers or directors. In the event we seek to
complete our initial business combination with a company that is affiliated with our sponsor or any of our Founders, officers or
directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a
member of FINRA or an independent accounting firm that such initial business combination is fair to our company from a financial
point of view. We are not required to obtain such an opinion in any other context.
We currently do not have any specific business
combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have
they had any substantive discussions regarding possible target businesses among themselves or with our underwriter or other advisors.
Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business
combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions,
formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on
our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor
have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.
In addition, certain of our Founders, officers
and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As
a result, if any of our Founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity
to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands
law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such
entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from
pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination.
Our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination 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.
Our directors and officers may sponsor, form
or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination.
Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is
overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect
our ability to complete our initial business combination. In addition, our Founders, 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 management time among various
business activities, including identifying potential business combinations and monitoring the related due diligence.
Status as a Public Company
We believe our structure makes us an attractive
business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional
initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners
of the target business may, for example, exchange their shares of stock in the target business for our Class A ordinary shares (or
shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration
to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method
to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly
longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public
offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business
combination with us.
Furthermore, once a proposed business
combination is completed, the target business will have effectively become public, whereas an initial public offering is always
subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could delay or
prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would then
have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests
and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a
company’s profile among potential new customers and vendors and aid in attracting talented employees.
While we believe that our structure and our management
team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank
check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business
combination, negatively.
We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from
the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved, If some investors find our securities less attractive as a result, there may be a less active trading market
for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also
provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company”
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to
take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public
offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be
a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million
as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during
the prior three-year period.
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 equals or exceeds
$250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or
the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30.
Financial Position
As of December 31, 2020, we had approximately $333,925,000
available to consummate an initial business combination after payment of the estimated expenses of our initial public offering and $12,075,000
of deferred underwriting fees. With these funds available for a business combination, we offer a target business a variety of options
such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening
its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or
equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us
to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure
third-party financing and there can be no assurance it will be available to us.
Effectuating Our Initial Business Combination
General
We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time following our initial public offering. We intend to effectuate our initial
business combination using cash from the proceeds of our initial public offering and the sale of the private placement warrants, our
equity, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our
initial business combination with a company or business that may be financially unstable or in its early stages of development or growth,
which would subject us to the numerous risks inherent in such companies and businesses.
If our initial business combination is paid for
using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection
with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash
released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-business
combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination,
to fund the purchase of other companies or for working capital.
We may need to obtain additional financing to complete
our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust
account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination,
in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions
on our ability to issue securities or incur debt in connection with our initial business combination. We are not currently a party to
any arrangement or understanding with any third-party with respect to raising any additional funds through the sale of securities, the
incurrence of debt or otherwise.
Sources of Target Businesses
Target business candidates are brought to our attention
from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants,
accounting firms and large business enterprises. Target businesses may be brought to our attention by such unaffiliated sources as a result
of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may
be interested on an unsolicited basis, since some of these sources will have read this Report and know what types of businesses we are
targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they
become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending
trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise
necessarily be available to us as a result of the business relationships of our officers and directors.
While we do not presently anticipate engaging the
services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these
firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined
in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management
determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us
on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s
fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.
In no event, however, will our sponsor or any of our existing officers or directors, or their respective affiliates be paid by us any
finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion
of our initial business combination (regardless of the type of transaction that it is). We have agreed to pay an affiliate of our sponsor
a total of $10,000 per month for office space, secretarial and administrative support and to reimburse our sponsor for any out-of-pocket
expenses related to identifying, investigating and completing an initial business combination. Some of our officers and directors may
enter into employment or consulting agreements with the post-business combination company following our initial business combination.
The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate.
We are not prohibited from pursuing an initial business
combination with a company that is affiliated with our sponsor, Founders, officers or directors. In the event we seek to complete our
initial business combination with a company that is affiliated with our sponsor or any of our Founders, officers or directors, we, or
a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or
an independent accounting firm that such initial business combination is fair to our company from a financial point of view. We are not
required to obtain such an opinion in any other context.
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, including entities that are
affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity
to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable
for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.
Evaluation of a Target Business and Structuring of Our Initial
Business Combination
In evaluating a prospective target business, we
conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management
and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information
about the target and its industry. We also utilize our management team’s operational and capital planning experience. If we determine
to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.
The time required to select and evaluate a target
business and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with,
a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members
of our management team, or their respective affiliates, for services rendered to or in connection with our initial business combination.
Lack of Business Diversification
For an indefinite period of time after the completion
of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.
Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it
is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.
By completing our initial business combination with only a single entity, our lack of diversification may:
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subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact
on the particular industry in which we operate after our initial business combination; and
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cause us to depend on the marketing and sale of a single product or limited number of products or services.
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Limited Ability to Evaluate the Target’s Management Team
Although we intend to closely scrutinize the
management of a prospective target business when evaluating the desirability of effecting our initial business combination with that
business, our assessment of the target business’s management may not prove to be correct. In addition, the future management
may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members
of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to
whether any of the members of our management team will remain with the combined company will be made at the time of our initial
business combination. While it is possible that one or more of our directors will remain associated in some capacity with us
following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent
to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant
experience or knowledge relating to the operations of the particular target business.
We cannot assure you that any of our key personnel
will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel
will remain with the combined company will be made at the time of our initial business combination.
Following a business combination, we may seek to
recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the
ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary
to enhance the incumbent management.
Shareholders May Not Have the Ability to Approve Our Initial
Business Combination
We may conduct redemptions without a shareholder
vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association.
However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide
to seek shareholder approval for business or other reasons.
Under the NYSE’s listing rules, shareholder
approval would typically be required for our initial business combination if, for example:
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We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than
in a public offering);
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Any of our directors, officers or substantial security holder (as defined by the NYSE rules) has a 5% or greater interest, directly
or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could
result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved
is classified as such solely because such person is a substantial security holder); or
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The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
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The decision as to whether we will seek shareholder
approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us,
solely in our discretion, and will be based on business and reasons, which include a variety of factors, including, but not limited to:
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the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is
either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result
in other additional burdens on the company;
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the expected cost of holding a shareholder vote;
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the risk that the shareholders would fail to approve the proposed business combination;
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other time and budget constraints of the company; and
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additional legal complexities of a proposed business combination that would be time-consuming
and burdensome to present to shareholders.
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Permitted Purchases and Other Transactions with Respect to Our
Securities
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, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated
transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any
time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic
information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and
others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination
or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have
not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public
shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when
they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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 or submitted a proxy to vote against our initial business combination, such selling shareholders would
be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. We
do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange
Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at
the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.
The purpose of any such transaction could be to
(i) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business
combination, (ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant
holders for approval in connection with our initial business combination or (iii) satisfy a closing condition in an agreement with
a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination,
where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of
our initial business combination that may not otherwise have been possible.
In addition, if such purchases are made, the public
“float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our
securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a
national securities exchange.
Our sponsor, officers, directors and/or their affiliates
anticipate that they may identify the shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately
negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders
(in the case of Class A ordinary shares) following our mailing of tender offer or proxy materials in connection with our initial
business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private transaction,
they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares
for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already
submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general
meeting related to our initial business combination. Our sponsor, executive officers, directors, advisors or their affiliates will select
which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem
relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act
and the other federal securities laws.
Our sponsor, officers, directors and/or their
affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of
the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section-13 and Section-16 of the Exchange
Act to the extent such purchasers are subject to such reporting requirements.
Redemption Rights for Public Shareholders upon Completion of
Our Initial Business Combination
We will provide our public shareholders with
the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business
days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and
not previously released to us to pay our taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations
described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will
distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the
Credit Suisse Securities (USA) LLC (the “Underwriter”), the underwriter of our initial public offering. The redemption rights
will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption
rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming
our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our
sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their
redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our
initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles
of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares
the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if
we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares.
Limitations on Redemptions
Our amended and restated memorandum and articles
of association will 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 (so that we do not then become subject to the SEC’s “penny stock” rules). However, the proposed
business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target
for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance
with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all
Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the
terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination
or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.
Manner of Conducting Redemptions
We will provide our public shareholders with
the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business
combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of
a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender
offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction
and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange
listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking
shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while
direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and
outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require
shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval
is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender
offer rules of the SEC for business or other reasons. So long as we obtain and maintain a listing for our securities on the NYSE, we
will be required to comply with the NYSE rules.
If we held a shareholder vote to approve our initial
business combination, we will, pursuant to our amended and restated memorandum and articles of association:
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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates
the solicitation of proxies, and not pursuant to the tender offer rules; and
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file proxy materials with the SEC.
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In the event that we seek shareholder approval
of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders
with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval, we will complete
our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the
affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company, are voted in favor of the
business combination. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public
shares in favor of our initial business combination. As a result, in addition to our initial purchaser’s founder shares, we would
need 12,937,501, or 37.5% (assuming all issued and outstanding shares are voted), or 2,156,251, or 6.25% (assuming only the minimum
number of shares representing a quorum are voted), of the 34,500,000 public shares sold in our initial public offering to be voted in
favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect
to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our
sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their
redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of a business
combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A)
that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their
shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial
business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision
relating to the rights of holders of our Class A ordinary shares.
If we conduct redemptions pursuant to the tender
offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:
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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers;
and
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file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same
financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A
of the Exchange Act, which regulates the solicitation of proxies.
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Upon the public announcement of our initial
business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan
established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5
under the Exchange Act.
In the event we conduct redemptions pursuant
to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under
the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.
In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted
to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete
such initial business combination.
Limitation on Redemption upon Completion of Our Initial Business
Combination If We Seek Shareholder Approval
If we seek shareholder approval of our initial business
combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such
shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13
of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in
our initial public offering, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction
will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to
exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares
at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding
more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such
holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other
undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering
without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our
ability to complete our initial business combination, particularly in connection with a business combination with a target that requires
as a closing condition that we have a minimum net worth or a certain amount of cash.
However, we would not be restricting our shareholders’
ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Tendering Share Certificates in Connection with a Tender Offer
or Redemption Rights
Public shareholders seeking to exercise their redemption
rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates
(if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed
to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/
Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote
to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders
of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which will
include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public shareholder
would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days
prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable,
to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption
rights, it is advisable for shareholders to use electronic delivery of their public shares.
There is a nominal cost associated with
the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The
transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or
not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require
holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising
redemption rights regardless of the timing of when such delivery must be effectuated.
The foregoing is different from the procedures
used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check
companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply
vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her
redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to
deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion
of the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose
above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to
the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the general
meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder
delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s
election to redeem is irrevocable once the business combination is approved.
Any request to redeem such shares, once made, may
be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination,
unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election
of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply
request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed
to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business
combination.
If our initial business combination is not approved
or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem
their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered
by public holders who elected to redeem their shares.
If our initial proposed business combination is
not completed, we may continue to try to complete a business combination with a different target until 24 months from the closing
of our initial public offering.
Redemption of Public Shares and Liquidation If No Initial Business
Combination
Our amended and restated memorandum and
articles of association provide that we have 24 months from the closing of our initial public offering to consummate an initial
business combination. If we have not consummated an initial business combination within 24 months from the closing of our
initial public offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not
previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the
number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as
shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and
dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with
respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from
the closing of our initial public offering. Our amended and restated memorandum and articles of association provide that, if we wind
up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with
respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter,
subject to applicable Cayman Islands law.
Our sponsor and each member of our management team
have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the
trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months
from the closing of our initial public offering (although they will be entitled to liquidating distributions from the trust account with
respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).
Our sponsor, executive officers and directors 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) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right
to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not
complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any
other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity
to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to
us to pay our taxes, if any, divided by the number of the then-outstanding public shares. However, we may not redeem our public shares
in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s
“penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares
such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our
public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by
our sponsor, any executive officer, director, or any other person.
We expect that all costs and expenses associated
with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $1,000,000
of proceeds held outside the trust account (as of December 31, 2020) plus up to $100,000 of funds from the trust account available to
us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.
If we were to expend all of the net proceeds of
our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and
without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon
our dissolution would be $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors
which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption
amount received by shareholders will not be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we
will have funds sufficient to pay or provide for all creditors’ claims.
Although we will seek to have all vendors,
service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any
right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public
shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would
be prevented from bringing claims against the trust account including, but not limited, to fraudulent inducement, breach of
fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in
order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any
third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform
an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a
waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any
alternative. Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the
engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior
to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider
willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in
the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against
the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be
liable to us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our
independent registered public accounting firm), or a prospective target business with which we have discussed entering into a
transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 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 public share due to reductions in the value of the trust assets, in each case net of the interest that may be
withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or
prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to
any claims under our indemnity of the Underwriter against certain liabilities, including liabilities under the Securities Act. In
the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the
extent of any liability for such third-party claims. However, we have not asked our sponsor to reserve for such indemnification
obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we
believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would
be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including,
without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds in the trust account
are reduced below the lesser of (i) $10.00 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 public share due to reductions in the value of the trust
assets, in each case net of the amount of interest which may be withdrawn to pay our tax obligations, and our sponsor asserts that it
is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our
independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While
we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification
obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any
particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price
will not be less than $10.00 per public share.
We will seek to reduce the possibility that our
sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective
target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of
any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the Underwriter
against certain liabilities, including liabilities under the Securities Act. We will have access to up to $1,000,000 from the proceeds
held outside the trust account (as of December 31, 2020) with which to pay any such potential claims (including costs and expenses incurred
in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and
it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust
account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our trust
account received by any such shareholder.
If we file a bankruptcy or winding-up
petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the
trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy or insolvency estate and subject
to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the
trust account, we cannot assure you we will be able to return $10.00 per public share to our public shareholders. Additionally, if
we file a bankruptcy petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any
distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as
either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court
could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having
breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to
claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We
cannot assure you that claims will not be brought against us for these reasons.
Our public shareholders are entitled to receive
funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination
within 24 months from the closing of our initial public offering, (ii) in connection with a shareholder vote to amend our amended and
restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class
A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our
public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering
or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their
respective shares for cash upon the completion of the initial business combination. Public shareholders who redeem their Class A ordinary
shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the
trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business
combination within 24 months from the closing of our initial public offering, with respect to such Class A ordinary shares so redeemed.
In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder
approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination
alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such
shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and
articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a
shareholder vote.
Competition
In identifying, evaluating and selecting a target
business for our initial business combination, we may encounter intense competition from other entities having a business objective similar
to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies, and operating businesses
seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business
combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other
resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent
limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection
with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination
and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.
Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
Facilities
We currently maintain our executive offices at 1601
Washington Avenue, Suite 800, Miami Beach, FL 33139. The cost for our use of this space is included in the $10,000 per month fee we will
pay to an affiliate of our sponsor for office space, administrative and support services. We consider our current office space adequate
for our current operations.
Employees
We currently have two executive officers.
These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their
time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will
devote in any time period will vary based on whether a target business has been selected for our initial business combination and
the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion of
our initial business combination. Also, Mr. Sternlicht, as Chairman, shall not have day-to-day control of our affairs and shall
not be involved in our day-to-day operations.
Periodic Reporting and Financial Information
We have registered our units, Class A
ordinary shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly
and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports contain financial statements
audited and reported on by our independent registered public accountants.
We will provide shareholders with audited financial
statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders.
These financial statements may be required to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances,
and the historical financial statements may be required to be audited in accordance with the standards of the 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 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. We cannot assure you that any particular target business identified by us as a potential acquisition candidate
will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will
be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements
cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates,
we do not believe that this limitation will be material.
We will be required to evaluate our internal
control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley Act. Only in the event we are deemed
to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we not be required to
comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.
The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and
costs necessary to complete any such acquisition.
On December 2, 2020, we filed a Registration
Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are
subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our
reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
We are a Cayman Islands exempted company. Exempted
companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying
with certain provisions of the Companies Act. As an exempted company, we applied for and received a tax exemption undertaking from the
Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period
of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits,
income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains
or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures
or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or
capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
We are an “emerging growth
company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not
“emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our
periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive
compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our
securities less attractive as a result, there may be a less active trading market for our securities and the prices of our
securities may be more volatile.
In addition, Section 107 of the JOBS Act also
provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company”
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to
take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering,
(b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June
30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
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
equals or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million
during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million
as of the prior June 30.
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
Report and the final prospectus associated with our initial public offering, before making a decision to invest in our units. 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, Consummation of, or Inability
to Consummate, a Business Combination and Post-Business Combination Risks
We have no operating history and no revenues, and you have no
basis on which to evaluate our ability to achieve our business objective.
We were formed on September 11, 2020 under the laws
of the Cayman Islands and have no operating results. 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 with one or more target businesses. We have no
plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete
our business combination. If we fail to complete our business combination, we will never generate any operating revenues.
Our shareholders may not be afforded an opportunity to vote on
our proposed initial business combination, which means we may complete our initial business combination even though a majority of our
shareholders do not support such a combination.
We may choose not to hold a shareholder vote before
we complete our initial business combination if the business combination would not require shareholder approval under applicable law or
stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the consideration we were paying
in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction. Except
for as required by applicable law or stock exchange listing requirement, the decision as to whether we will seek shareholder approval
of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely
in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction
would otherwise require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if holders
of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.
Your only opportunity to affect the investment decision regarding
a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
At the time of your investment in us, you will
not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our board of directors may
complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote
on the business combination, unless we seek such shareholder approval. Accordingly, your only opportunity to affect the investment decision
regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be
at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial
business combination.
If we seek shareholder approval of our initial business combination,
our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our
public shareholders vote.
Our initial shareholders owns, on an as-converted
basis, 20% of our outstanding ordinary shares immediately following the completion of our initial public offering. Our sponsor and members
of our 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 will provide that, if we seek shareholder approval, we will complete our initial
business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon and who
vote at a shareholder meeting, are voted in favor of the business combination. As a result, in addition to our initial shareholders’
founder shares, we would need 12,937,501, or 37.5%, or 2,156,251 or 6.25%, of the 34,500,000 public shares sold in our initial
public offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Accordingly,
if we seek shareholder approval of our initial business combination, the agreement by our sponsor and each member of our management team
to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval
for such 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 prospective target that requires as a closing condition that we have a minimum net worth or a certain amount
of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as
a result, would not be able to proceed with the business combination. Furthermore, 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 (so that we do not then become subject to the SEC’s “penny
stock” rules). Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less
than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption
and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of
these risks and, thus, may be reluctant to enter into a business combination transaction with us.
The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our
capital structure.
At the time we enter into an agreement for our initial
business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure
the transaction based on our expectations as to the number of shares that will be submitted for redemption. If a large number of shares
are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account
or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the
incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable
business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to
the underwriter will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share
amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting
commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting
commissions.
The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful
and that you would have to wait for liquidation in order to redeem your shares.
If our initial business combination agreement
requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of
cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business
combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate
the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at
such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you
may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we
liquidate or you are able to sell your shares in the open market.
The requirement that we consummate an initial business combination
within 24 months after the closing of our initial public offering may give potential target businesses leverage over us in negotiating
a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in
particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on
terms that would produce value for our shareholders.
Any potential target business with which we enter
into negotiations concerning a business combination will be aware that we must consummate an initial business combination within 24 months
from the closing of our initial public offering. Consequently, such target business may obtain leverage over us in negotiating a business
combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable
to complete our initial business combination with any target business. This risk will increase as we get closer to the time frame described
above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that
we would have rejected upon a more comprehensive investigation.
Our 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 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.” The COVID-19 outbreak has and a significant
outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial
markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially
and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continue
to restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services
providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search
for 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. While vaccines
for COVID-19 are being, and have been, developed, there is no guarantee that any such vaccine will be durable and effective consistent
with current expectations and we expect it will take significant time before the vaccines are available and accepted on a significant
scale. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to
consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination,
may be materially adversely affected.
In addition, our ability to consummate a transaction
may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a
result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us
or at all. Finally, the outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this “Risk
Factors” section, such as those related to the market for our securities and cross-border transactions.
We may not be able to consummate an initial business combination
within 24 months after the closing of our initial public offering, in which case we would cease all operations except for the purpose
of winding up and we would redeem our public shares and liquidate.
We may not be able to find a suitable target business
and consummate an initial business combination within 24 months after the closing of our initial public offering. Our ability to complete
our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and
the other risks described herein. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the
extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business
combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable
on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire.
If we have not consummated an initial business combination
within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously
released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our amended and
restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial
business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably
possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders
may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will
expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced
and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.
If we seek shareholder approval of our initial business combination,
our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence
a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.
If we seek shareholder approval of our initial business
combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated
transactions or in the open market either prior to or following the completion of our initial business combination, although they are
under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not
formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares
or warrants in such transactions.
In the event that our sponsor, directors,
executive 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 transaction could be to (1) vote in favor of the business combination and
thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public
warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our
initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net
worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would
otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may
not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary
shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it
difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such
purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to
such reporting requirements. See “Item 1: Business—Permitted Purchases and Other Transactions with Respect to Our
Securities” for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select
which shareholders to purchase securities from in any private transaction.
If a shareholder fails to receive notice of our offer to redeem
our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares,
such shares may not be redeemed.
We will comply with the proxy rules or tender offer
rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these
rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become
aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will
furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that
must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails to comply with these procedures,
its shares may not be redeemed.
As the number of special purpose acquisition companies evaluating
targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase
the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business
combination.
In recent years, the number of special purpose acquisition
companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already
entered into an initial business combination, and there are still many special purpose acquisition companies preparing for an initial
public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available
to consummate an initial business combination.
In addition, because there are more special purpose
acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets
with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms.
Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or
increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This
could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination,
and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.
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 are entitled to
receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination,
and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the
limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote
to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our
obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our
initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the
rights of holders of our Class A ordinary shares, and (iii) the redemption of our public shares if we have not consummated
an initial business within 24 months from the closing of our initial public offering, subject to applicable law and as further
described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described
in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion
of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months
from the closing of our initial public offering, with respect to such Class A ordinary shares so redeemed. In no other
circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not
have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment,
you may be forced to sell your public shares or warrants, potentially at a loss.
You will not be entitled to protections normally afforded to
investors of many other blank check companies.
Since the net proceeds of our initial public 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 of at least $5,000,001 upon the completion of our initial public offering and the sale of the private
placement warrants and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from
rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be
afforded the benefits or protections of those rules. Among other things, this means that since our units were immediately tradable
and we have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover,
if our initial public offering were subject to Rule 419, that rule would have prohibited 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.
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. If we have not consummated our initial business combination within the required time period, our public
shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust
account and our warrants will expire worthless.
We expect to encounter intense competition from
other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly,
acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical,
human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted
with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net
proceeds of our initial public 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 have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately
$10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share
redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.
If the net proceeds of our initial public offering and the sale
of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following
the closing of our initial public offering, it could limit the amount available to fund our search for a target business or businesses
and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members
of our management team to fund our search and to complete our initial business combination.
As of December 31, 2020, we had $1,000,000
in cash held outside the trust account to fund our working capital requirements. We believe that, upon the closing of our initial public
offering, the funds available to us outside of the trust account, together with funds available from loans from our sponsor, its affiliates
or members of our management team will be sufficient to allow us to operate for 24 months from the closing of our initial public offering;
however, we cannot assure you that our estimate is accurate, and our sponsor, its affiliates or members of our management team are under
no obligation to advance funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds available
to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down
payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping”
around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular
proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we
paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result
of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a
target business.
If we are required to seek additional capital,
we would need to borrow funds from our sponsor, its affiliates, members of our management team or other third parties to operate or may
be forced to liquidate. Neither our sponsor, members of our management team nor their affiliates is under any obligation to us in such
circumstances. Any such advances may be repaid only from funds held outside the trust account or from funds released to us upon completion
of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination
entity at a price of $2.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants.
Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, its affiliates
or members of our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any
and all rights to seek access to funds in our trust account. If we have not consummated our initial business combination within the required
time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.
Consequently, our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our
public shares, and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in
the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share”
and other risk factors herein.
Subsequent to our completion of our initial business combination,
we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative
effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of
your investment.
Even if we conduct extensive due diligence on
a target business with which we combine, we cannot assure you that this diligence will identify all material issues with a
particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or
that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be
forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result
in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously
known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash
items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative
market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other
covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our
obtaining post-combination debt financing. Accordingly, any holders who choose to retain their securities following the business
combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction
in value.
If third parties bring claims against us, the proceeds held in
the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public 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 perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that
has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us
than any alternative.
Examples of possible instances where we may
engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or
skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in
cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such
entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or
agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have
not consummated an initial business combination within 24 months from the closing of our initial public offering, or upon the exercise
of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors
that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption
amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims
of such creditors. Pursuant to a letter agreement, our sponsor has agreed that it will be liable to us if and to the extent any claims
by a third-party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business
with which we have discussed entering into a transaction agreement, reduce the amounts 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 public share due to reductions in the value of the trust assets, in each case net of the interest that
may be withdrawn to pay our tax obligations; provided that such liability will not apply to any claims by a third-party or prospective
target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under
our indemnity of the Underwriter of our initial public offering against certain liabilities, including liabilities under the Securities
Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible
to the extent of any liability for such third-party claims.
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 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 public share due to reductions in the value
of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our sponsor asserts that it
is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors
would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect
that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to
us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose
not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount
of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share.
We may not have sufficient funds to satisfy indemnification claims
of our directors and executive 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 (except
to the extent they are entitled to funds from the trust account due to their ownership of public shares).
Accordingly, any indemnification provided will
be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial
business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against
our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of
derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our
shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and
damage awards against our officers and directors pursuant to these indemnification provisions.
If, after we distribute the proceeds in the trust account to
our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against
us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors
may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us
to claims of punitive damages.
If, after we distribute the proceeds in the trust
account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or
bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a
bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors
may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us
to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.
If, before distributing the proceeds in the trust account to
our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against
us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share
amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the
trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up
petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy
or insolvency law, and may be included in our bankruptcy 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.
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 for a fine of $18,292.68 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.
In accordance with the NYSE corporate governance
requirements, we are not required to hold a general meeting until one year after our first fiscal year end following our listing on the
NYSE. As an exempted company, there is no requirement under the Companies Act for us to hold annual or extraordinary general meetings
to elect directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to elect directors
and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors
being elected in each year and each class (except for those directors appointed prior to our first general meeting) serving a three-year
term.
Because we are not limited to evaluating a target business in
a particular industry, sector or geographic area with which to pursue our initial business combination, you will be unable to ascertain
the merits or risks of any particular target business’s operations.
We may pursue business combination opportunities
in any industry, sector or geographic area, except that we are not, under our amended and restated memorandum and articles of association,
permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations.
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 securities will ultimately prove
to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly,
any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities.
Such holders are unlikely to have a remedy for such reduction in value.
We may seek acquisition opportunities in industries or sectors
which may or may not be outside of our management’s area of expertise.
We will consider a business combination outside
of our management’s area of expertise if a business combination target is presented to us and we determine that such candidate offers
an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular
business combination target, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We
also cannot assure you that an investment in our securities will not ultimately prove to be less favorable to investors in our securities
than a direct investment, if an opportunity were available, in a business combination target. In the event we elect to pursue an acquisition
outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation
or operation, and the information contained in this Report regarding the areas of our management’s expertise would not be relevant
to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess
all of the significant risk factors. Accordingly, any holders who choose to retain their securities following the business combination
could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.
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 applicable law or stock exchange listing requirements, or we decide to obtain
shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business
combination if the target business does not meet our general criteria and guidelines. If we have not consummated our initial business
combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in
certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
We are not required to obtain an opinion from an independent
accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying
for the business is fair to our shareholders from a financial point of view.
Unless we complete our initial business combination
with an affiliated entity, we are not required to obtain an opinion from an independent accounting firm or independent investment banking
firm that is a member of FINRA that the price we are paying is fair to our shareholders from a financial point of view. If no opinion
is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on
standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer
materials, as applicable, related to our initial business combination.
Because we must furnish our shareholders with target business
financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective
target businesses.
The federal proxy rules require that a proxy
statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or
pro forma financial statement disclosure in periodic reports. We will include the same financial statements disclosure in
connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial
statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the
United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting
Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in
accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement
requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such
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.
Resources could be wasted in researching acquisitions that are
not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we
have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately
$10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
We anticipate that the investigation of each specific
target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a
specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.
Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination
for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred
which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated
our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public
share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
Compliance obligations under the Sarbanes-Oxley Act may make
it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the
time and costs of completing an acquisition.
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, 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 acquisition.
We do not have a specified maximum redemption threshold. The
absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial
majority of our shareholders do not agree.
Our amended and restated memorandum and articles
of association do not provide a specified maximum redemption threshold, except that 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 (so that we do not then become subject to the SEC’s “penny
stock” rules). As a result, we may be able to complete our initial business combination even though a substantial majority of our
public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial
business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates.
In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted
for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate
amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted
for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.
In order to effectuate an initial business combination, blank
check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their
warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association
or governing instruments 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, blank
check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant
agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended
the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require
the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association
will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at
least two-thirds of our ordinary shares 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 65% 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, 65% of the number of the
then outstanding private placement warrants. In addition, our amended and restated memorandum and articles of association require us to
provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended
and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders
of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to
redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our
initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary
shares. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through
our initial public offering, we would register, or seek an exemption from registration for, the affected securities.
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 a special resolution which requires the approval of the holders of
at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, which is a lower amendment threshold
than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles
of association to facilitate the completion of an initial business combination that some of our shareholders may not support.
Some other blank check companies have a provision
in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business
combination activity, without approval by a certain percentage of the company’s shareholders. In those companies, amendment
of these provisions typically requires approval by between 90% and 100% of the company’s public shareholders.
Our amended and restated
memorandum and articles of association will provide that any of its provisions related to pre-business combination activity
(including the requirement to deposit proceeds of our initial public 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, meaning holders of at least two-thirds of our ordinary shares
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 at least 65% of our ordinary shares; provided that
the provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors
prior to our initial business combination may only be amended by a special resolution passed by not less than two-thirds of our
ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our
Class B ordinary shares. Our sponsor and its permitted transferees, if any, who will collectively beneficially own, on an
as-converted basis, approximately 20% of our ordinary shares upon the closing of our initial public 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 blank check
companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may
pursue remedies against us for any breach of our amended and restated memorandum and articles of association.
Our sponsor, executive officers and directors have
agreed, pursuant to agreements with us, that they will not propose any amendment to our amended and restated memorandum and articles of
association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares
the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if
we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders
with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders
are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against
our sponsor, executive officers and directors for any breach of these agreements. As a result, in the event of a breach, our shareholders
would need to pursue a shareholder derivative action, subject to applicable law.
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. If we have not consummated our initial business combination within the required time period, our public
shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust
account and our warrants will expire worthless.
Although we believe that the net proceeds of our
initial public offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business
combination, because we have not yet negotiated the acquisition of a target business we cannot ascertain the capital requirements for
any particular transaction. If the net proceeds of our initial public offering and the sale of the private placement warrants prove to
be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search
of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection
with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business
combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that
such financing will be available on acceptable terms, if at all. The current economic environment has made it especially difficult for
companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our
initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination
and seek an alternative target business candidate. If we have not consummated our initial business combination within the required time
period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation
of our trust account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our
initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure
additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers,
directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.
We may seek business combination opportunities with a high degree
of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
We may seek business combination opportunities with
large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements,
to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as
successful as we anticipate.
To the extent we complete our initial business combination
with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the
operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management
team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain
or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational
improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore,
some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that
those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with
a smaller, less complex organization.
We may have a limited ability to assess the management of a prospective
target business and, as a result, may affect our initial business combination with a target business whose management may not have the
skills, qualifications or abilities to manage a public company.
When evaluating the desirability of effecting our
initial business combination with a prospective target business, our ability to assess the target business’s management may be limited
due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore,
may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s
management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability
of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities following
the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such
reduction in value.
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 Report to issue any notes or other debt securities, or to otherwise incur outstanding debt following our initial public offering,
we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not
incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the
monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust
account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our
debt obligations;
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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach
certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing
while the debt 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 our initial 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.
The net proceeds from our initial public offering
and the sale of the private placement warrants will provide us with up to $333,925,000 that we may use to complete our initial business
combination (after taking into account the $12,075,000, of deferred underwriting commissions being held in the trust account and the estimated
expenses of our initial public offering).
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 (if there are multiple sellers) and the additional risks associated
with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.
If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
We may attempt to complete our initial business combination with
a private company about which little information is available, which may result in a business combination with a company that is not as
profitable as we suspected, if at all.
In pursuing our acquisition strategy, we may seek
to effectuate our initial business combination with a privately held company. Very little public information generally exists about private
companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of
limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
Risks Relating to our Securities
The securities in which we invest the funds held in the trust
account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption
amount received by public shareholders may be less than $10.00 per share.
The proceeds held in the trust account will be invested
only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term
U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in
recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee
of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the
event that we are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum
and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account,
plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination,
$100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount
received by public shareholders may be less than $10.00 per share.
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 Class A ordinary shares are listed on the NYSE.
Although after giving effect to our initial public offering we expect to meet, on a pro forma basis, the minimum initial listing
standards set forth in the NYSE listing standards, we cannot assure you that our securities will be, or will continue to be, listed on
the NYSE in the future or prior to our initial business combination. In order to continue listing our securities on the NYSE prior to
our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain
a minimum market capitalization (generally $50,000,000) and a minimum number of holders of our securities (generally 300 public holders).
Additionally, our units will not be traded
after completion of our initial business combination and, in connection with our initial business combination, we will be required to
demonstrate compliance with the NYSE initial listing requirements, which are more rigorous than the NYSE continued listing requirements,
in order to continue to maintain the listing of our securities on the NYSE.
For instance, in order for our shares to be listed
upon the consummation of our business combination, at such time our share price would generally be required to be at least $4.00 per share,
our total market capitalization would be required to be at least $200.0 million, the aggregate market value of publicly held shares
would be required to be at least $100.0 million and we would be required to have at least 400 round lot shareholders. We may not
be able to meet those listing requirements at that time.
If the NYSE delists any of our securities from trading
on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be
quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
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a 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 our units Class A ordinary shares and warrants are listed on the NYSE, our units,
Class A ordinary shares and warrants qualify as covered securities under the statute. Although the states are preempted from regulating
the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and,
if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.
While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies,
other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers,
or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer
listed on the NYSE, our securities would not qualify as covered securities under the statute and we would be subject to regulation in
each state in which we offer our securities.
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to
hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our
Class A ordinary shares.
If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the
shares sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent. However,
we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial
business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business
combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally,
you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as
a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to
sell your shares in open market transactions, potentially at a loss.
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 in our amended and restated memorandum and articles
of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
Our amended and restated memorandum and articles
of association authorize the issuance of up to 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 preference shares, par value $0.0001 per share. There are 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, if any. The Class B ordinary shares are automatically convertible into Class A ordinary
shares at the time of our initial business combination as described herein and in our amended and restated memorandum and articles of
association. There are no preference shares issued and outstanding.
We may issue a substantial number of additional
Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after
completion of our initial business combination. We may also issue Class A ordinary shares in connection with our redeeming the warrants
or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination
as a result of the anti-dilution provisions as set forth herein. However, our amended and restated memorandum and articles of association
provide, among other things, that prior to or in connection with our initial business combination, we may not issue additional shares
that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination
or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These
provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum
and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:
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may significantly dilute the equity interest of our investors, which dilution would increase if the anti-dilution provisions in the
Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion
of the Class B ordinary shares;
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may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those
afforded our Class A ordinary shares;
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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;
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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person
seeking to obtain control of us;
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may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and
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may not result in adjustment to the exercise price of our warrants.
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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 with the SEC;
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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 that we are currently not subject
to.
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In order not to be regulated as an investment company
under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other
than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or
trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash
items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the
post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from
their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our 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. An investment
in our securities is 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 tendered in connection with a shareholder vote to amend our
amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders
of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to
redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our
initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary
shares ; or (iii) absent our completing an initial business combination within 24 months from the closing of our initial public
offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares.
If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to
be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which
we have not allotted funds and may hinder our ability to complete a business combination. If we have not consummated our initial business
combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in
certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
Unlike some other similarly structured blank check companies,
our sponsor will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.
The founder shares will automatically convert into
our Class A ordinary shares at the time of our initial business combination at a ratio such that the number of Class A ordinary
shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the
total number of ordinary shares issued and outstanding upon completion of our initial public offering, plus (ii) the total number
of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights
issued or deemed issued, by 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,
deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor,
any of its affiliates or any members of our management team upon conversion of working capital loans. In no event will the Class B
ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. This is different than some other similarly
structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares
to be outstanding prior to the initial business combination.
We are not registering the Class A ordinary shares issuable
upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in
place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing
such warrants to expire worthless.
We are not registering the
Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this
time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 20
business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with
the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause
the same to become effective within 60 business days after the closing of our initial business combination and to maintain the
effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the
warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which
represent a fundamental change in the information set forth in the registration statement or prospectus relating to our initial
public offering, the financial statements contained or incorporated by reference therein are not current, complete or correct or the
SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in
accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in
which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula
subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment). However, no
warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to
exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws
of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our
Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that
they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our
option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with
Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a
registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue
sky laws to the extent an exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing
the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller
number of Class A ordinary shares upon a cashless exercise of the warrants they hold. In no event will we be required to net
cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to
register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the
issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification,
the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless.
In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price
solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from
registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does
not exist for holders of the public warrants included as part of units sold in our initial public offering. In such an
instance, our sponsor and its permitted transferees (which may include our directors and executive officers) would be able to
exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be
able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may
exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale
under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are
otherwise unable to exercise their warrants.
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 65% of the then-outstanding public warrants. As a result,
the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary
shares purchasable upon exercise of a warrant could be decreased, all without your approval.
Our warrants were issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but
requires the approval by the holders of at least 65% of the then-outstanding public warrants to make any change that adversely affects
the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse
to a holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment and, solely with respect to any
amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement
warrants, 65% of the number of the then outstanding private placement warrants. Although our ability to amend the terms of the public
warrants with the consent of at least 65% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments
to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease
the number of Class A ordinary shares purchasable upon exercise of a warrant.
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 the outstanding public
warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing
price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable
upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public
Shareholders’ Warrants—Anti-Dilution Adjustments”) 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. 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. As a result, we may redeem the warrants as set forth above even if the holders are otherwise
unable to exercise the warrants. 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, we expect would 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
as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution
Adjustments”) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such
redemption and provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to
redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value of our Class A
ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received
if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders
for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary shares
per warrant (subject to adjustment) irrespective of the remaining life of the warrants.
None of the private placement warrants will be redeemable
by us as (except as set forth under “Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by our 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 8,625,000 Class A ordinary shares as part of the units offered in our initial public offering and, simultaneously with the
closing of our initial public offering, we issued in a private placement an aggregate of 4,450,000 private placement warrants, each
exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. In addition, if the sponsor, its
affiliates or a member of our management team makes any working capital loans, it may convert up to $1,500,000 of such loans into up
to an additional 750,000 private placement warrants, at the price of $2.00 per warrant.
To the extent we issue ordinary shares for any reason,
including to effectuate a business combination, the potential for the issuance of a substantial number of additional Class A ordinary
shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised,
will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares
issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or
increase the cost of acquiring the target business.
Because each unit contains one-fourth of one redeemable warrant
and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.
Each unit contains one-fourth of one redeemable
warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units
will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise,
round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different
from other offerings similar to ours whose units include one ordinary share and one whole 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-fourth of the number of shares compared to units
that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target
businesses. Nevertheless, this unit structure may cause our units to be worth less than if a unit included a warrant to purchase
one whole share.
A provision of our warrant agreement may make it more difficult
for us to consummate an initial business combination.
If (x) we issue additional Class A ordinary
shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at
an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price
to be determined in good faith by us and, (i) in the case of any such issuance to our sponsor or its affiliates, without taking into account
any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance
is made to JAWS Spitfire Acquisition Corporation or its affiliates, without taking into account the transfer of founder shares or private
placement warrants (including if such transfer is effectuated as a surrender to us and subsequent reissuance by us) by our sponsor in
connection with such issuance) *the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the
date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price
of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our
initial business combination (such price, the “Market Value”) of our Class A ordinary shares is below $9.20 per share,
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, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher
of the Market Value and the Newly Issued Price (See “—Redemption of warrants when the price per Class A ordinary share
equals or exceeds $18.00” and “—Redemption of warrants when the price per Class A ordinary share equals or exceeds
$10.00”), 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 (See “—Redemption of warrants when the price per Class A ordinary share equals
or exceeds $10.00”). This may make it more difficult for us to consummate an initial business combination with a target business.
A market for our
securities may not develop, which would adversely affect the liquidity and price of our securities.
The price of our securities
may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a
result of the COVID-19 outbreak. Furthermore, an active trading market for our securities may never develop or, if developed, it may
not be sustained. You may be unable to sell your securities unless a market can be established and sustained.
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 will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their
best interests. These provisions will include a staggered board of directors, the ability of the board of directors to designate the terms
of and issue new series of preference shares, and the fact that, prior to the completion of our initial business combination, only holders
of our Class B ordinary shares, which have been issued to our sponsor, are entitled to vote on the appointment of directors, which may
make more difficult the removal of management and may discourage transactions that otherwise could improve payment of a premium over prevailing
market prices for 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 executive officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs and the rights of shareholders
are governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or
amended from time to time) and the common law of the Cayman Islands. We are also 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 (Cayman)
LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments
of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any
state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability
provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are
penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the
United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction
without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an
obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced
in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine
or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained
in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards
of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings
if concurrent proceedings are being brought elsewhere.
As a result of all of the above, public shareholders
may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or
controlling shareholders than they would as public shareholders of a United States company.
Since only holders of our founder shares will have the right
to vote on the appointment of directors, upon the listing of our shares on the NYSE, the NYSE may consider us to be a “controlled
company” within the meaning of the NYSE rules and, as a result, we may qualify for exemptions from certain corporate governance
requirements.
After completion of our initial public offering,
only holders of our founder shares will have the right to vote on the appointment of directors. As a result, the NYSE may consider us
to be a “controlled company” within the meaning of the NYSE corporate governance standards. Under the NYSE corporate governance
standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled
company” and may elect not to comply with certain corporate governance requirements, including the requirements that:
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we have a board that includes a majority of “independent directors,” as defined under the rules of the NYSE;
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we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing
the committee’s purpose and responsibilities; and
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we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written
charter addressing the committee’s purpose and responsibilities.
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We do not intend to utilize these exemptions and
intend to comply with the corporate governance requirements of the NYSE, subject to applicable phase-in rules. However, if we determine
in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies
that are subject to all of the NYSE corporate governance requirements.
If we have not consummated an initial business combination within
24 months from the closing of our initial public offering, our public shareholders may be forced to wait beyond such 24 months
before redemption from our trust account.
If we have not consummated an initial business combination
within 24 months from the closing of our initial public offering, the proceeds then on deposit in the trust account, including interest
earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest
to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of
public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles
of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and distribute such amount
therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution
must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 24 months from
the closing of our initial public offering before the redemption proceeds of our trust account become available to them, and they receive
the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior
to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions
of our amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their
Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we
do not complete our initial business combination and do not amend certain provisions of our amended and restated memorandum and articles
of association. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason
prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation
of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands
law.
Holders of Class A ordinary shares will not be entitled
to vote on any appointment of directors we hold prior to our initial business combination.
Prior to our initial business combination, only
holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled
to vote on the appointment of directors during such time. In addition, prior to our initial business combination, holders of a majority
of our founder shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management
of our company prior to the consummation of an initial business combination.
The warrants may become exercisable and redeemable for a security
other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.
In certain situations, including if we are not
the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A
ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may
receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company
will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within twenty
business days of the closing of an initial business combination.
The grant of registration rights to our sponsor 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 agreement registration and shareholder
rights agreement, our sponsor and its permitted transferees can demand that we register the resale of the Class A ordinary shares
into which founder shares are convertible, the private placement warrants and the Class A ordinary shares issuable upon exercise
of the private placement warrants, and warrants that may be issued upon conversion of working capital loans and the Class A ordinary
shares issuable upon conversion of such warrants. The registration and availability of such a significant number of securities for trading
in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of
the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders
of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the
negative impact on the market price of our securities that is expected when the securities owned by our sponsor or its permitted transferees
are registered for resale.
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 under the Companies Act, reincorporate in the jurisdiction in which the target
company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable
income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is
a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders
or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.
Risks Relating to our Sponsor and Management Team
Our ability to successfully effect our initial business combination
and to be successful thereafter will be totally 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, director 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 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. In addition, pursuant to a registration and shareholder rights agreement, our sponsor,
upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to
our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.
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 executive officers and directors will allocate their time
to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict
of interest could have a negative impact on our ability to complete our initial business combination.
Our executive officers and directors are not required
to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our
operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior
to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for
which he may be entitled to substantial compensation, and our executive 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. Also, Mr. Sternlicht,
as Chairman, shall not have day-to-day control of our affairs and shall not be involved in our day-to-day operations. If our executive
officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess
of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our
ability to complete our initial business combination.
Our officers and directors presently have, and any of them in
the future may have, additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly,
may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
Until we consummate our initial business combination,
we intend to engage in the business of identifying and combining with one or more businesses or entities. Each of our officers and directors
presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which
such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary
duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business
opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to
another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.
In addition, our sponsor, officers and directors
may in the future become affiliated with other blank check companies that may have acquisition objectives that are similar to ours. Accordingly,
they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts
may not be resolved in our favor and a potential target business may be presented to such other blank check companies prior to its presentation
to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our amended and restated memorandum
and articles of association will provide that we renounce our interest in any business combination 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.
Our executive officers, directors, security holders and their
respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits
our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in
any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may
enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive officers, although
we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business
activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.
The personal and financial interests of our directors
and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination.
Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in
a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate
and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter
of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’
rights. However, we might not ultimately be successful in any claim we may make against them for such reason.
We may engage in a business combination with one or more target
businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or initial shareholders
which may raise potential conflicts of interest.
In light of the involvement of our sponsor,
executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor,
executive officers, directors or initial shareholders. 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 and
guidelines for a business combination as set forth in “Business—Effecting Our Initial Business
Combination—Evaluation of a Target Business and Structuring of Our Initial Business Combination” and such transaction
was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an
independent investment banking firm that is a member of FINRA or an independent accounting 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, executive officers, directors or initial shareholders, potential conflicts of interest still may exist and, as a
result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any
conflicts of interest.
Our management may not be able to maintain control of a target
business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills,
qualifications or abilities necessary to profitably operate such business.
We may structure our initial business combination
so that the post-business combination company in which our public shareholders own shares will own less than 100% of the equity interests
or assets of a target business, but we will only complete such business combination if the post-business combination company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient
for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction
that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities of the target,
our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company,
depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which
we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other
equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a
substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority
of our outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently
combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially
acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.
Since our sponsor, executive 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 have
acquired during or may acquire after our initial public offering), a conflict of interest may arise in determining whether a particular
business combination target is appropriate for our initial business combination.
On September 14, 2020, our sponsor paid $25,000,
or $0.003 per share, to cover certain of our offering costs in consideration of 7,187,500 Class B ordinary shares, par value $0.0001.
On December 2, 2020, the Company effected a share dividend, resulting in 8,625,000 Class B ordinary shares outstanding. Prior
to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price
of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. In November 2020,
our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. The founder shares will be worthless
if we do not complete an initial business combination. In addition, our sponsor purchased an aggregate of 4,450,000 private placement
warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $2.00
per warrant ($8,900,000), in a private placement that closed simultaneously with the closing of our initial public offering. If we do
not consummate an initial business within 24 months from the closing of our initial public offering, the private placement warrants
will expire worthless. The personal and financial interests of our executive officers and directors may influence their motivation in
identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the
business following the initial business combination. This risk may become more acute as the 24-month anniversary of the closing of our
initial public offering nears, which is the deadline for our consummation of an initial business combination.
Our sponsor controls 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 the closing of our initial public
offering, our initial shareholders own, on an as-converted basis, approximately 20% of our issued and outstanding ordinary shares.
Accordingly, it 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 and approval of significant
corporate transactions including our initial business combination. If our initial shareholders purchase any additional Class A
ordinary shares or any of our securities in the aftermarket or in privately negotiated transactions, this would increase its
control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase
additional securities, other than as disclosed in this Report. Factors that would be considered in making such additional purchases
would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors,
whose members were elected by our sponsor, is divided into three classes, each of which will generally serve for a term of
three years with only one class of directors being elected in each year. We may not hold general meeting to elect 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 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
sponsor, because of its ownership position, will control the outcome, as only holders of our Class B ordinary shares will have
the right to vote on the appointment of directors and to remove directors prior to our initial business combination. Accordingly,
our sponsor will continue to exert control at least until the completion of our initial business combination.
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.
In particular, there is uncertainty as to whether
the courts of the Cayman Islands or any other applicable jurisdictions would recognize and enforce judgments of U.S. courts obtained against
us or our directors or officers predicted upon the civil liability provisions of the securities law of the United States or any state
in the United States or entertain original actions brought in the Cayman Islands or any other applicable jurisdiction’s courts against
us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.
Risks Relating to our Sponsor and Management Team
We are dependent upon our executive 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 executive officers and directors. We believe that our success depends on the continued service
of our officers and directors, at least until we have completed our initial business combination. In addition, our executive officers
and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest
in allocating their time among various business activities, including identifying potential business combinations and monitoring the related
due diligence. Also, Mr. Sternlicht, as Chairman, shall not have day-to-day control of our affairs and shall not be involved in our
day-to-day operations. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive
officers.
The unexpected loss of the services of one or more
of our directors or executive officers could have a detrimental effect on us.
General Risk Factors
Past performance by our management team or their respective affiliates
may not be indicative of future performance of an investment in us.
Information regarding performance is presented for
informational purposes only. Any past experience or performance of our management team and their respective affiliates is not a guarantee
of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination
that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative
of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. Our management has
no experience in operating special purpose acquisition companies.
We are a recently incorporated 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 company recently incorporated under the
laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through our initial
public offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective
of completing our initial business combination with one or more target businesses. 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 or their respective affiliates
may not be indicative of future performance of an investment in us.
Information regarding performance is presented for
informational purposes only. Any past experience or performance of our management team and their respective affiliates is not a guarantee
of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination
that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative
of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. Our management has
no experience in operating special purpose acquisition companies.
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.
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.
We may be a passive foreign investment company, or “PFIC,”
which could result in adverse U.S. federal income tax consequences to U.S. investors.
If we are a PFIC for any taxable year (or portion
thereof) that is included in the holding period of a beneficial owner of our units, Class A ordinary shares or warrants, who or that
is (i) an individual who is a citizen or resident of the United States as determined for U.S. federal income tax purposes, (ii) a corporation
(or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any
state thereof, or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source,
or (iv) a trust, if (a) a court within the United States is able to exercise primary supervision over the administration of the trust
and one or more U.S. persons (as defined in the Code) have authority to control all substantial decisions of the trust or (b) it has a
valid election in effect under Treasury Regulations to be treated as a U.S. person (a “U.S. Holder”), such U.S. holder may
be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for
our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular
circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will
qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable
year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end
of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide
to a U.S. Holder such information as the Internal Revenue Service (“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 tax advisors regarding the possible application of the PFIC rules.
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 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
equals or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million
during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million
as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our
financial statements with other public companies difficult or impossible.
Risks Associated with Acquiring and Operating a Business in Foreign
Countries
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; 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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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, natural disasters 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 combination,
our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.
If our management following our initial business combination
is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could
lead to various regulatory issues.
Following our initial business combination, our
management may resign from their positions as officers or directors of the company and the management of the target business at the time
of the business combination will remain in place. Management of the target business may not be familiar with United States securities
laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar
with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our
operations.
After our initial business combination, substantially all of
our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in any such country.
Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions
and government policies, developments and conditions in the country in which we operate.
The economic, political and social conditions, as
well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven,
both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such
country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain
industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive
target business with which to consummate our initial business combination and if we effect our initial business combination, the ability
of that target business to become profitable.
Exchange rate fluctuations and currency policies may cause a
target business’ ability to succeed in the international markets to be diminished.
In the event we acquire a non-U.S. target, all
revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if
any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate
and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency
against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business
combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior
to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may
make it less likely that we are able to consummate such transaction.
We may reincorporate in another jurisdiction in connection with
our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may
not be able to enforce our legal rights.
In connection with our initial business combination,
we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the
laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing
laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce
or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.
We are subject to changing law and regulations regarding regulatory
matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
We are subject to rules and regulations by various
governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose
securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing
laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion
of management time and attention from seeking a business combination target.
Moreover, because these laws, regulations and standards
are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution
may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure
and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty
and our business may be harmed.