Item 8.01 Other Events.
We were previously
affiliated with Tribe Capital Management LLC (“TCM”), an SEC-registered investment adviser. Tribe recently forfeited all
of the interests it owned in our sponsor, Tribe Arrow Holdings I LLC, to Arrow Capital (“Arrow”) and affiliates of Tribe
have resigned from their roles as officers and directors of the Company. In addition, TCM has terminated its investment advisory
relationship with the Company with the consent and approval of our Board of Directors. In connection with Tribe’s withdrawal
from the Sponsor, all amounts previously owed by the Company to TCM have been forgiven and that certain Administrative Support
Agreement between the Company and TCM has been terminated. Following the termination of these relationships and resignation of
Tribe, TCM and its and their affiliates (the “Tribe Entities”), the Tribe Entities intend to play no further role in the
operations of our Company.
In connection with the
resignation of Tribe as a member of the Sponsor, the Company’s strategy to identify a target business has been revised as described
below and supersedes in all respects any description of the Company’s investment team, strategy, methods of sourcing, and intended
operations set forth in prior filings, including without limitation the following sections and subsections of the Company’s Form
S-1 (as amended from time to time) filed on January 25, 2021: “Introduction”, “Our Mission and Competitive
Advantages”, “Business Combination Criteria”, “Sourcing of Potential Initial Business Combination
Targets”, “Proposed Business”, and “Investment Team”.
General
Arrow is a boutique asset manager and investment
advisory firm that is a registered investment management company with offices in Dubai (regulated by Dubai Financial Services Authority
– DFSA) and Mauritius (regulated by Financial Services Commission – FSC).
There is no restriction
in the geographic location or business of targets we can pursue. However, with the recent change of management, we intend to prioritize
(i) emerging markets followed by the United States and rest of Asia (excluding China and Hong Kong), and (ii) technology-led companies
focused on essential sectors.
Our Management Team
We are led by individuals
with decades of executive investment experience across several sectors and investment strategies. They collectively possess a deep understanding
of and experience in investing and operating companies in sectors such as healthcare, retail, technology, fast-moving consumer goods (FMCG),
consumer care, among others, and possess strong knowledge and experience in financial, legal and regulatory matters, initial public offerings,
private equity and venture capital. The management team and Board of Directors will be supported by Arrow’s investment team and
the broader Arrow Capital organization.
Our Investment Team
Arrow’s investment team
brings together a wealth of experience across investment banking, mergers & acquisitions, and asset management. Our investment team
is further complemented by world-class support functions across legal, compliance, tax and finance. That team has deep experience in:
| · | sourcing, structuring and executing investment
opportunities across the public-private spectrum; |
| · | leveraging insights and experience through proprietary
deal flow and investments, helping to qualify and optimize financial structures, performance and strategy of a company; and |
| · | creating long-term shareholder value through
identifying value enhancements and delivering operating efficiency. |
Our Board of Directors
Rohit Nanani has
served as one of our directors since March 2021 and has served as the Chairman of the Board of Directors since July 2022. Mr. Nanani
is the Founder and CEO of Arrow Capital, which he founded in 2016, a boutique asset manager and investment advisory firm. Mr. Nanani
has a proven track record as an international banker with 20+ years of experience in global financial markets. He has held several
executive positions across notable global institutions, including as a Managing Director with Barclays Bank Plc (DIFC –
Dubai), starting in 2013, and heading the GSAC (South Asian Clients) business and as Executive Director at UBS Singapore commencing
in 2009, having clientele across South East Asia, Middle East, Africa and UK. Prior to his private banking experience, Mr. Nanani
spent ten years with global institutions such as ABN AMRO and Bank of Nova Scotia in India in the Corporate Banking business. His
rich and varied experience across corporate banking and private banking gives him an advantage in providing holistic advisory
services to ultra-high net worth clients and large family offices. Mr. Nanani has a Bachelor of Commerce degree in Accounting,
Finance and Economics from Delhi University and a Post-Graduate Diploma in Business Management from M.S. Ramaiah Institute of
Management. We believe Mr. Nanani is well qualified to serve as a Director given his deep experience in finance, global banking, and
serving the requirements of ultra-high net worth clients across Asia and Middle East.
Richard Peretz has served
as one of our directors since March 2021. Mr. Peretz recently retired as the chief financial officer and treasurer of UPS, which he served
from 2015 to 2020. Mr. Peretz was responsible for Global Finance activities at UPS. He also served as a member of the UPS Management Committee,
setting strategy for long-term growth including the current capital structure realignment and transformation initiatives. Mr. Peretz was
also responsible for UPS’s Initial Public Offering in 1999, at the time the largest in U.S. history. Prior to being named CFO, Mr.
Peretz held various leadership positions at UPS, including corporate controller and treasurer from 2007-2015. Mr. Peretz graduated with
an MBA from Emory University and a bachelor’s degree in Business Administration (BBA) from University of Texas - San Antonio. We
believe Mr. Peretz is well qualified to serve as Director given his extensive experience in private and public companies, his roles as
CFO and Treasurer of a multinational corporation and vast experience in management.
Duriya Farooqui has served
as one of our directors since March 2021. Ms. Farooqui has been an independent director at InterContinental Hotels Group PLC (NYSE: IHG)
as of 2020, and at Intercontinental Exchange, Inc. (NYSE: ICE) since 2017. She also serves on the boards of NYSE and ICE NGX, all of which
are ICE subsidiaries. Most recently, between 2019 and 2020, Ms. Farooqui was president of supply chain innovation at Georgia Pacific,
leading an innovation organization where over 40 companies came together to solve supply chain challenges through rapid experimentation,
digital technology and collaboration. Ms. Farooqui was previously executive director of Atlanta Committee for Progress (ACP), a coalition
of leading CEOs addressing critical economic development issues for Atlanta; a role she held from 2016 to 2018. Ms. Farooqui was a principal
at Bain & Company from 2014 to 2016. She served the City of Atlanta through several leadership positions including, chief operating
officer from 2011 to 2013, deputy chief operating officer from 2010 to 2011 and director from 2007 to 2009. At the start of her career,
she worked with the Center for International Development at Harvard University, The World Bank, and the Center for Global Development.
Ms. Farooqui is a Trustee of the Woodruff Arts Center and Agnes Scott College. She holds a Bachelor of Arts degree in Economics and Mathematics
from Hampshire College and a Master of Public Administration in International Development from the Kennedy School of Government at Harvard
University. We believe Ms. Farooqui is well qualified to serve as a Director due to her experience as a public company director and management
experience.
Business Strategy
Going forward, our strategy is
to identify a business combination that we believe can benefit from our experience and strategic guidance, thus creating long-term value
for our shareholders. We believe opportunities exist to target and combine with a high-growth business that are fundamentally sound and
are poised for continued and accelerating growth, but need some form of financial, operational, strategic or managerial guidance to maximize
value.
Acquisition Criteria
The objective is to generally
merge with businesses which have compounding characteristics, strong growth potential, good capital efficiency, showing signs of creating
large value within a niche of large sector and are run by competent management teams. We are industry-agonistic and opportunistic and
will also focus on acquiring companies in special situations arising out of market or industry dynamics. While we are industry-agnostic,
we intend to prioritize (i) emerging markets followed by the United States and rest of Asia (excluding China and Hong Kong), and (ii)
technology-led companies focused on essential sectors. Below are the general criteria and guidelines that we believe are consistent with
our acquisition philosophy and our management’s experience, and that we believe are important in evaluating prospective target businesses.
Our target search and evaluation process will be guided by the following criteria; however, we may decide to consummate our initial business
combination with a target business that does not meet one or more of these criteria and guidelines.
Potential to grow globally. We intend to
prioritize technology businesses with the potential to expand internationally and operating in a growing global market that is ripe for
disruption.
Steady Growth Business with High Revenue Potential.
We will focus on investments whose growth potential is backed by adoption of technology and whose end product can be consumed by the growing
middle-class population. We view growth as an important driver of value and will seek companies whose growth potential can generate meaningful
upside potential.
Strong Management Background. We intend
to acquire a business that has an experienced management team with a proven track record for producing rapid growth and with an ability
to clearly and confidently articulate the business and market opportunities to public market investors. As such, we will spend significant
time assessing a company’s leadership and personnel, and evaluating what we can do to augment and/or upgrade the team over time
as needed.
Efficient use of Capital to meet Growth Objectives.
We will seek businesses that we believe are at an inflection point where the utilization of our capital can further propel the expansion
of their business to the next operating level. We will spend significant time assessing a company’s growth plans and projections
to understand how our capital translates to operating growth and investor returns over the long-term.
Uniqueness of Product Offering. We will
evaluate metrics such as recurring revenues, product life cycle, market share, cohort consistency, customer lifetime value, and customer
acquisition costs to focus on businesses whose products or services are differentiated or where we see an opportunity to create value
by implementing best practices.
Attractive Valuations. We will seek target
companies for our initial business combination based on disciplined valuation-centric metrics.
Public Market Readiness. We will seek to
acquire a business that has or can put in place prior to the closing of a business combination the governance, financial systems and controls
required in the public markets.
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 the incumbent management team 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.
We adopt a bottom-up
analytical approach while evaluating and investing in private companies and assessing the quality of management teams. Our evaluation
methodology encompasses internally developed proprietary models and analytic tools covering areas such as the target’s operating
models, cash flows and balance sheet risks. Furthermore, we believe our investment process and portfolio monitoring practices will allow
us to identify companies that may develop into strong SPAC targets but may not currently be on the radars of competing SPAC sponsors.
Competitive Strengths and
Advantages
Experienced Management
Team. Our management team and strategic advisors have a substantial investment track record and advisory experience, significant knowledge
of technology analytics, access to proprietary deal flow, and strong relationships with business leaders and entrepreneurs. We believe
their backgrounds will allow us access to proprietary investment opportunities and position us to successfully complete an initial business
combination.
Capital Structuring Solutions. We have
flexibility to be able to offer a target business innovative funding options in structuring a transaction and funding future business
growth. Flexibility in using our public shares, debt, cash or a mixture of the foregoing, allows us to work with a target company to accommodate
their long-term working capital/ and funding needs.
Strong Deal Sourcing Network. Our management’s
extensive network of contacts including private equity and venture capital sponsors, family offices, executives of public and private
companies, merger and acquisition advisory firms, investment banks, capital markets desks, lenders and other financial intermediaries
will enable us to maximize our pipeline of potential target investments.
Wide Sector Expertise. Our management team
brings deep expertise in a wide range of sub-sectors within the technology industry. We believe that our diverse range of expertise
increases our chances of identifying a business combination target where we have the expertise to appropriately diligence the investment
and to provide value post business combination.
Public Company Status. We believe our status
as a public company will make us an attractive transaction partner to prospective target businesses. As a public company, we believe the
target business would benefit from greater access to capital to fund future growth initiatives, further means of creating incentive and
compensation plans for management that are closely aligned with shareholder’s interests.