Item
1. Business
Introduction
We
are a blank check company incorporated in the Cayman Islands and formed for the purpose of effecting a merger, capital share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout
this Annual Report as our initial business combination. We intend to seek a business combination with a target that is at the forefront
of change in one of several rapidly changing segments of the global economy. We intend to effectuate our business combination using cash
derived from the proceeds of the Initial Public Offering and the sale of the private placement warrants, our shares, debt or a combination
of cash, shares and debt.
Constellation,
led by Chandra R. Patel, is on the mission of supporting a target that is focused on bringing change to a rapidly changing segment of
the global economy by sharing our expertise and multi-disciplinary, complementary know-how across a variety of industries and geographies.
We believe that the businesses with the greatest propensity for long-term value creation seek partners who are themselves proven value
builders and have demonstrated success in ushering companies from private to public operating environments.
Company
History
On
November 23, 2020, one of our officers at the time purchased an aggregate of 8,625,000 Founder Shares for an aggregate purchase
price of $25,000, or approximately $0.003 per share. On December 23, 2020, the Founder Shares were assigned to our Sponsor for the
same purchase price that was initially paid by one of our officers. Our Founder Shares will automatically convert into Constellation
Class A Ordinary Shares, on a one-for-one basis, upon the completion of a business combination. The number of Founder Shares issued
was determined based on the expectation that the Founder Shares would represent 63.3% of the issued and outstanding ordinary shares
upon completion of the IPO.
On
January 29, 2021, we completed our IPO of 31,000,000 units at a price of $10.00 per unit, generating gross proceeds of $310,000,000.
Each unit consists of one Constellation Class A Ordinary Share and one-third of one public warrant. Each whole warrant entitles the holder
thereof to purchase one Constellation Class A Ordinary Share at a price of $11.50 per share, subject to certain adjustments.
Substantially
concurrently with the completion of the IPO, our Sponsor purchased an aggregate of 5,466,667 private placement warrants at a price of
$1.50 per warrant, or $8,200,000 in the aggregate. A total of $310,000,000, comprised of $303,800,000 of the proceeds from the IPO, including
$10,850,000 of the underwriters’ deferred discount, and $6,200,000 of the proceeds of the sale of the private placement warrants,
was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company,
acting as trustee. On March 18, 2021, we announced that, commencing March 19, 2021, holders of the 31,000,000 units sold in the IPO may
elect to separately trade the Constellation Class A Ordinary Shares and the public warrants included in the units. Those units not separated
continued to trade on the NYSE under the symbol “CSTA.U” and the Constellation Class A Ordinary Shares and public warrants
that were separated trade under the symbols “CSTA” and “CSTA.W,” respectively.
On
January 24, 2023, we held an Extension Meeting to, in part, amend our amended and restated memorandum and articles of association to
extend the date by which we have to consummate a business combination. In connection with that vote, the holders of 26,506,157 Class
A ordinary shares of the Company properly exercised their right to redeem their shares for an aggregate price of approximately $10.167
per share, for an aggregate redemption amount of approximately $269,485,746. After the satisfaction of such redemptions, the balance
in our trust account was approximately $46,138,503. On February 13, 2022, a total of $46,600,678.12 (the remaining trust balance), was
placed in a U.S.-based trust account at Citibank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.
In
connection with the closing of the transactions contemplated by the Investment Agreement, on January 26, 2023, the Sponsor underwent
a reorganization pursuant to which the limited partners of Constellation Sponsor GmbH & Co. KG transferred all of their limited partnership
interests to Constellation Sponsor LP, a newly formed Delaware limited partnership. On January 26, 2023, the Sponsor was liquidated pursuant
to applicable law by the retirement of the general partner of the Sponsor (the second to last partner of the Sponsor) and all securities
held by the Sponsor were distributed by operation of law to its sole remaining limited partner, Constellation Sponsor LP, following which,
on January 30, 2023, control of the Sponsor was transferred to affiliates of Antarctica Capital Partners, LLC.
Initial
Business Combination
The
NYSE rules and our amended and restated memorandum and articles of association require that our initial business combination must be
with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account
(net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting
discount). We refer to this as the 80% net assets test. If our board is not able to independently determine the fair market value of
the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an
opinion from an independent investment banking firm or an independent valuation or accounting firm with respect to the satisfaction of
such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion.
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, our board may be unable to do so if our 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 test, 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 SEC in connection with a proposed transaction will include such opinion.
We
currently 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,
as described above, 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 transaction. For example, we could pursue a transaction
in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests
of a target. In this case, we 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 the completion of our initial business combination could own less than a
majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests
or assets of a target business or businesses are owned or acquired by the post-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
and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder
approval, as applicable.
We
are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our
sponsor or any member of our team. 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 or an independent valuation or accounting firm that such initial business combination or transaction
is fair to our company from a financial point of view.
Members
of our board of directors directly or indirectly own founder shares and private placement warrants following the IPO 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, each of our 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 or directors were to be included by a target business
as a condition to any agreement with respect to our initial business combination.
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, including without limitation, investment funds, accounts and co-investment vehicles. Accordingly,
subject to their fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity
which is suitable for an entity to which they have then current fiduciary or contractual obligations, they will need to honor their fiduciary
or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the
opportunity. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable
law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract,
to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce
any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be
a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary
duties or contractual obligations of our officers or directors will 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. Moreover, our founders, officers and directors have, and will have in the future,
time and attention requirements for current and future investment funds, accounts and co-investment vehicles.
Corporate
Information
Our
executive offices are located at 200 Park Avenue, 32nd Floor New York, NY, 10166. Our website is https://constellationacquisition.com/.
Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference
in, and is not considered part of, this proxy statement/prospectus or the registration statement of which this proxy statement/prospectus
is a part.
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 have applied
for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions
Act (2018 Revision) 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 of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (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 of 2002 (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 the IPO, (b) in which we have total annual gross revenue of at least $1.235 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. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.
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 is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100
million during the most recently completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to
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.
Effecting
Our Initial Business Combination
General
We
intend to effectuate our initial business combination using cash from the proceeds of the IPO, the sale of the private placements 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
have not selected any business combination target.
Accordingly,
there is no current basis for investors to evaluate the possible merits or risks of the target business with which we may ultimately
complete our initial business combination.
Although
our team will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment
will result in our identifying all risks that a target business may encounter.
Furthermore,
some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will
adversely affect a target business.
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. On January 24, 2023, we held an Extension Meeting to, in part, amend our amended and restated memorandum and articles
of association to extend the date by which we have to consummate a business combination. In connection with that vote, the holders of
26,506,157 Class A ordinary shares of the Company properly exercised their right to redeem their shares for an aggregate price of approximately
$10.167 per share, for an aggregate redemption amount of approximately $269,485,746. After the satisfaction of such redemptions, the
balance in our trust account was approximately $46,138,503. 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 Business
Our
process of identifying acquisition targets will leverage our team’s unique industry experiences, proven deal sourcing capabilities
and broad and deep network of relationships in numerous industries, including executives and management teams, private equity groups
and other institutional investors, large business enterprises, lenders, investment bankers and other investment market participants,
restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with a number of business combination
opportunities. We expect that the collective experience, capability and network of our founders, directors and officers, combined with
their individual and collective reputations in the investment community, will help to create prospective business combination opportunities.
In
addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including
investment bankers and private investment funds. 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 many of these sources will have read the Annual Report and know what types of businesses
we are pursuing. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates
of which they become aware 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.
We
may engage professional firms or other individuals that specialize in business acquisitions, in which event we may pay a finder’s
fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.
We will engage a finder only to the extent our team 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 team determines is in our
best interest to pursue. Payment of a finder’s fee 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 any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company 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). None of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed
to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with
a contemplated acquisition of such target by us. We have agreed to pay our sponsor a total of up to $10,000 per month for office space,
secretarial and administrative support and other obligations of our sponsor 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.
We
are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our
sponsor or any member of our team. 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 or an independent valuation or accounting firm that such initial business combination or transaction
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 any future special purpose acquisition companies we expect they may be involved in and 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. All of our executive officers currently have certain relevant fiduciary duties or contractual obligations that may take
priority over their duties to us. In addition, we may pursue an acquisition opportunity with an entity to which an officer or director
has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business
combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked
securities. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable
law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract,
to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce
any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be
a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary
duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.
See “Management—Conflicts of Interest.”
Evaluation
of a Target Business and Structuring of Our Initial Business Combination
In
evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things,
meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities,
market analysis, as well as a review of financial, operational, legal and other information which will be made available to us. 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 identify 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 team, or any of their respective affiliates, for services rendered to or in connection
with our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business
combination without the prior consent of our sponsor.
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:
| ● | 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 |
| ● | cause
us to depend on the marketing and sale of a single product or limited number of products
or services. |
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 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 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 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 rule, or we may decide to seek shareholder approval for business or other reasons.
Under
NYSE’s listing rules, shareholder approval would typically be required for our initial business combination if, for example:
| ● | 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); |
| ● | Any
of our directors, officers or substantial security holder (as defined by 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 |
| ● | The
issuance or potential issuance of ordinary shares will result in our undergoing a change
of control. |
The
Companies Act and Cayman Islands law do not currently require, and we are not aware of any other applicable law that will require, shareholder
approval of our initial business combination.
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 legal reasons, which include a
variety of factors, including, but not limited to:
| ● | 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; |
| ● | the
expected cost of holding a shareholder vote; |
| ● | the
risk that the shareholders would fail to approve the proposed business combination; other
time and budget constraints of the company; and |
| ● | additional
legal complexities of a proposed business combination that would be time-consuming and burdensome
to present to shareholders. |
Permitted
Purchase 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 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 transactions could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood
of obtaining shareholder approval of the business combination, (ii) to satisfy a closing condition in an agreement with a target that
requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears
that such requirement would otherwise not be met or (iii) reduce the number of public warrants outstanding or vote such warrants or any
matter submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities
may result in the completion of our initial business combination that may not otherwise have been possible.
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 income taxes, if any, divided by the number of the then-outstanding
public shares, subject to the limitations described herein. 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 underwriters. The redemption rights may
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 our team have entered into an agreement with us, pursuant to which they agreed to waive their redemption rights with respect
to their founder shares, private placement warrants and any public shares purchased during or after IPO 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 by the date by which we are required to consummate a business combination pursuant
to our amended and restated memorandum and articles of association (the “Termination Date”), or (B) with respect to any other
provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity.
Limitations
on Redemptions
Our
amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that
would cause our net tangible assets to be less than $5,000,001 (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 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 rule or we choose to conduct redemptions
pursuant to the tender offer rules of the SEC for business or other reasons.
The
requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed
above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not
we maintain our registration under the Exchange Act or our listing on NYSE. Such provisions may be amended if approved by holders of
two thirds of our ordinary shares who attend and vote at a general meeting of the company, so long as we offer redemption in connection
with such amendment.
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:
| ● | 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 |
| ● | file
proxy materials with the SEC. |
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 receive approval pursuant to 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. In such case, our sponsor and each member of our team agreed to vote their founder shares and public shares purchased
during or after the IPO in favor of our initial business combination. As a result, in addition to our initial shareholder’s founder
shares, we would need none of our currently outstanding public shares 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 our team have entered into an agreement
with us, pursuant to which they agreed to waive their redemption rights with respect to their founder shares and any public shares purchased
during or after the IPO 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 by the Termination Date, or
(B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination
activity.
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:
| ● | conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate
issuer tender offers; and |
| ● | 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. |
Upon
the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with
Rule 10b5-1 to purchase Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, 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 the 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 provides that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect
to 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 founding 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
the IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our team
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 the IPO 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 may 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 by the Termination Date.
Redemption
of Public Shares and Liquidation If No Initial Business Combination
Our
amended and restated memorandum and articles of association provides that we will have until the Termination Date to consummate an initial
business combination. If we do not consummate an initial business combination by the Termination Date, 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 income 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 by the
Termination Date. Our amended and restated memorandum and articles of association provides 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 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 by the Termination Date (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 by the Termination Date).
Our
sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not
propose any amendment to our amended and restated memorandum and articles of association (A)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 by the Termination
Date, or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business
combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any
such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
earned on the funds held in the trust account and not previously released to us to pay our income 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 director
nominee, 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 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 the IPO 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 (excluding our independent registered public accounting firm), 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 team 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 our team 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 our team to be significantly superior to those of other
consultants that would agree to execute a waiver or in cases where our team is unable to find a service provider willing to execute a
waiver. The underwriters will not execute agreements with us waiving such claims to the monies held in the trust account. 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 vendor
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 who 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 underwriters of the IPO 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. Our sponsor
may not 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 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 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 (excluding our independent registered public accounting firm), prospective target businesses or
other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to
monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of the
IPO against certain liabilities, including liabilities under the Securities Act. We will have access to up to $1,000,000 from the proceeds
of the IPO and the sale of the private placement warrants 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. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such
excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside
the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate
of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
If
we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed,
the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and
subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete
the trust account, 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 or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed,
any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential
transfer” or a “fraudulent conveyance.”
As
a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. 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 will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares
if we do not consummate an initial business combination by the Termination Date from the closing of the IPO, (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 by the Termination
Date, or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business
combination activity, and (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 by the Termination Date, 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.
Conflicts
of Interest
Any
of our officers and directors may have additional fiduciary or contractual obligations to another entity 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. Our amended and restated
memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as
a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly
or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy
in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for
any director or officer on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations
of our officers or directors will materially affect our ability to complete our initial business combination.
Facilities
We
currently maintain our executive offices at 200 Park Avenue, 32nd Floor New York, NY, 10166. The cost for our use of this space is included
in the fee of up to $10,000 per month that we have paid to our sponsor and that we have paid to our sponsor and will continue to pay
to our New Sponsor for office space, administrative and support services, and other obligations of our sponsor. We consider our current
office space adequate for our current operations.
Employees
We
currently have four executive officers—Chandra R. Patel, Richard C. Davis, Jarett Goldman and Graeme Shaw. 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.
Item
1A. Risk Factors
An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this Annual Report, before making a decision to invest in our securities. If any of the following
events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading
price of our securities could decline, and you could lose all or part of your investment.
Risks
Relating to Liquidity and Going Concern
As of December 31, 2022, the Company had $37,743 in its operating bank
account, and a working capital deficit of $1,161,579.
The
Company is within 12 months of its mandatory liquidation as of the time of filing. In connection with the Company’s assessment
of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties
about an Entity’s Ability to Continue as a Going Concern,” the liquidity condition and mandatory liquidation raise substantial
doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination
or the Termination Date.
These
financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities
that might be necessary should the Company be unable to continue as a going concern.
As
such, management plans to consummate a business combination prior to the mandatory liquidation date. If the Company’s estimates
of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than
the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an Initial Business
Combination. Moreover, the Company may need to obtain additional financing either to complete an Initial Business Combination or because
it becomes obligated to redeem a significant number of its public shares upon completion of an Initial Business Combination, in which
case the Company may issue additional securities or incur debt in connection with such Initial Business Combination
Risks
Relating to Searching for and Consummating a Business Combination
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 not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder
approval under applicable Cayman Islands law or stock exchange listing requirements or if we decide to hold a shareholder vote for business
or other reasons. For instance, the NYSE rules currently allow us to engage in a tender offer in lieu of a general meeting but would
still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares to a target
business as consideration in any business combination.
Therefore,
if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding ordinary shares,
we would seek shareholder approval of such business combination. However, except as required by applicable law or stock exchange rule,
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 consummate our initial business combination even if holders of a majority of the outstanding ordinary shares do not approve of the
business combination we consummate. Please see the section entitled “Business—Shareholders May Not Have the Ability to Approve
Our Initial Business Combination” for additional information.
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 team have agreed to vote in favor of
such initial business combination, regardless of how our public shareholders vote.
Our
Sponsor owned, on an as-converted basis, 20% of our issued and outstanding ordinary shares immediately following the completion of
our initial public offering. On January 24, 2023, we held an Extension Meeting to, in part, amend our amended and restated
memorandum and articles of association to extend the date by which we have to consummate a business combination. In connection with
that vote, the holders of 26,506,157 Class A ordinary shares of the Company properly exercised their right to redeem their shares.
Accordingly, our initial shareholders currently own, on an as-converted basis, approximately 63.3% of our outstanding ordinary
shares. Our sponsor and members of our team also may from time to time purchase Class A ordinary shares prior to the completion of
our initial business combination. Our amended and restated memorandum and articles of association provides that, if we seek
shareholder approval, we will complete our initial business combination only if we receive approval pursuant to 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.
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 underwriters will not be adjusted for any shares that are redeemed in connection with an initial business
combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced
by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation
to pay the entire deferred underwriting commissions.
The
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 by the Termination Date, 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 by the Termination Date.
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 within the required time period with that particular target business, we may be unable to complete our initial business
combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may
have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon
a more comprehensive investigation.
Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
adversely affected by the ongoing effects of the coronavirus (COVID-19) pandemic and the status of debt and equity markets.
In
March 2020, the World Health Organization declared novel coronavirus disease 2019 (COVID-19) a global pandemic. The COVID-19 pandemic
negatively impacted the global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility
and disruption in financial markets, and increased unemployment levels, all of which may become heightened concerns upon a second wave
of infection or future developments. In addition, the pandemic resulted in temporary closures of many businesses and the institution
of social distancing and sheltering in place requirements in many states and communities. The COVID-19 pandemic 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.
Despite
the loosening of COVID-19 measures in 2022, we may be unable to complete a business combination if concerns relating to COVID-19 reintroduce
restrictions to travel, limiting the ability to have meetings with potential investors or the target business’s personnel, vendors
and services providers are unavailable to negotiate and consummate a transaction in a timely manner. If the disruptions posed by COVID-19
re-emerge 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 the re-emergence of 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.
We depend on a variety of U.S. and multi-national financial institutions
to provide us with banking services. The default or failure of one or more of the financial institutions that we rely on may adversely
affect our business and financial condition.
We maintain the majority of our cash and cash equivalents in accounts
with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions exceed insured limits. Market
conditions can impact the viability of these institutions. In the event of the failure of any of the financial institutions where we maintain
our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all.
Any inability to access or delay in accessing these funds could adversely affect our liquidity, business and financial condition.
We
may not be able to consummate an initial business combination by the Termination Date, 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 by the Termination Date after the closing
of the IPO. 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 COVID-19 pandemic may continue to negatively impact
businesses we may seek to acquire. In addition, the current U.S. political environment and the resulting uncertainties regarding actual
and potential shifts in U.S. foreign investment, trade, taxation, economic, environmental and other policies under the current administration,
as well as the impact of geopolitical tension, such as a deterioration in the bilateral relationship between the U.S. and China or an
escalation in the current conflict between Russia and Ukraine, could lead to disruption, instability and volatility in the global markets.
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 income 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 provides 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, other than as expressly stated herein, 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 “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. See “Business—Effecting Our Initial
Business Combination—Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”
If we do not consummate an initial business
combination by the Termination Date, our public shareholders may be forced to wait beyond the Termination Date before redemption from
our trust account.
If we do not consummate an initial business combination
within 24 months from the closing of the IPO, 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 income 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 the Termination Date, 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 provides
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.
Because we are neither limited to evaluating
a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial
business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
We may pursue business combination opportunities
in any sector, except that we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate
our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not
yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible
merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition
or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business
operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established
record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development
stage entity.
Although our officers and directors will endeavor
to evaluate the risks inherent in a particular target business, we may not 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. An investment in our units
may not 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 our initial 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 unless they are able
to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty
owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer
materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
We may seek acquisition opportunities in industries
or sectors which may or may not be outside of our founders’ area of expertise.
We will consider a business combination outside
of our founders’ 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 team will endeavor to evaluate the risks inherent in any particular
business combination target, we may not adequately ascertain or assess all of the significant risk factors. We also cannot assure you
that an investment in our units will not ultimately prove to be less favorable to investors in the IPO 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
founders’ expertise, our founders’ expertise may not be directly applicable to its evaluation or operation, and the information
contained in this Annual Report on Form 10-K regarding the areas of our founders’ expertise would not be relevant to an understanding
of the business that we elect to acquire. As a result, our team 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 our initial 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 unless they are able
to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty
owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer
materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
Although we have identified general criteria
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 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.
Although we have identified general criteria 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 criteria, such combination may not be as successful as a combination with a business that does meet all of our general
criteria. In addition, if we announce a prospective business combination with a target that does not meet our general criteria, 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 rule, 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. If we do not complete 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 valuation firm or independent
investment banking firm that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained,
our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally
accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable,
related to our initial business combination.
We may only be able to complete one business
combination with the proceeds of the IPO 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 the IPO and the sale of the
private placement warrants provided us with $299,150,000 that we may use to complete our initial business combination (after taking into
account the $10,850,000 of deferred underwriting commissions being held in the trust account and the estimated expenses of the IPO). On
January 24, 2023, we held an Extension Meeting to, in part, amend our amended and restated memorandum and articles of association to extend
the date by which we have to consummate a business combination. In connection with that vote, the holders of 26,506,157 Class A ordinary
shares of the Company properly exercised their right to redeem their shares for an aggregate price of approximately $10.167 per share,
for an aggregate redemption amount of approximately $269,485,746. After the satisfaction of such redemptions, the balance in our trust
account was approximately $46,138,503.
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:
| ● | solely dependent upon the performance of a single business,
property or asset; or |
| ● | dependent upon the development or market acceptance of a single
or limited number of products, processes or services. |
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.
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 our proposed business combination include historical and/or pro forma financial statement disclosure. We will
include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under
the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting
principles generally accepted in the United States of America, 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
by the Termination Date.
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
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.
Risks Relating to Our Securities
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 recently incorporated company established
under the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through the
IPO. 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.
You will not have any rights or interests in
funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to
sell your public shares or warrants, potentially at a loss.
Our public shareholders will be entitled to receive
funds from the trust account only upon the earlier 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 by the Termination Date, or (B) with respect to any other provision relating to the
rights of holders of our Class A ordinary shares or pre-initial business combination activity, and (iii) the redemption of our public
shares if we have not consummated an initial business by the Termination Date. 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 by the Termination Date, 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. Holders of warrants will not have any right to the proceeds held in
the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares
or warrants, potentially at a loss.
NYSE may delist our securities from trading
on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading
restrictions.
Our units, Class A ordinary shares and warrants
are listed on the NYSE. Although we expect to continue to meet the minimum initial listing standards set forth in NYSE’s listing
standards, our securities may not be, or may not continue to be, listed on NYSE in the future or prior to the completion of our initial
business combination. In order to continue listing our securities on NYSE prior to the completion of our initial business combination,
we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum amount in shareholders’
equity (generally $1,100,000) and a minimum number of holders of our securities (generally 400 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 NYSE’s initial listing requirements, which are more rigorous than NYSE’s continued
listing requirements, in order to continue to maintain the listing of our securities on NYSE. For instance, the share price of our securities
would generally be required to be at least $4.00 per share and our shareholders’ equity would generally be required to be at least
$5,000,000 and we would be required to have a minimum of 400 round-lot holders. We may not be able to meet those initial listing requirements
at that time.
If NYSE delists our securities from trading on
its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted
on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
| ● | a limited availability of market quotations for our securities; reduced liquidity for our securities; |
| ● | 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; |
| ● | a limited amount of news and analyst coverage; and |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
The National Securities Markets Improvement Act
of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred
to as “covered securities.” Because we expect that our units and eventually our Class A ordinary shares and warrants will
be listed on NYSE, our units, Class A ordinary shares and warrants will qualify as covered securities under the statute. Although the
states are preempted from regulating the sale of 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 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.
You will not be entitled to protections normally
afforded to investors of many other blank check companies.
Since the net proceeds of the IPO 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 will have net tangible assets in excess of $5,000,000 upon the completion of the IPO and the sale of the private placement warrants
and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated
by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or
protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of
time to complete our initial business combination than do companies subject to Rule 419. Moreover, if the IPO were subject to Rule 419,
that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the
trust account were released to us in connection with our completion of an initial business combination. For a more detailed comparison
of our offering to offerings that comply with Rule 419, please see “Business—Comparison of The IPO to Those of Blank Check
Companies Subject to Rule 419.”
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 provides that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the
shares sold in the IPO, 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.
Because of our limited resources and the significant
competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we
do not complete 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 the IPO 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 the IPO and the sale
of the private placement warrants not being held in the trust account are insufficient to allow us to operate until the Termination Date,
it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination,
and we will depend on loans from our sponsor or team to fund our search and to complete our initial business combination.
Of the net proceeds of the IPO and the sale of
the private placement warrants, only $1,000,000 will be available to us initially outside the trust account to fund our working capital
requirements. We believe that, since the closing of the IPO, the funds available to us outside of the trust account, together with funds
available from loans from our sponsor, members of our team or any of their affiliates will be sufficient to allow us to operate until
at least the Termination Date; however, our estimate may not be accurate, and our sponsor, members of our team or any of their affiliates
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.
In the event that our offering expenses exceed
our estimate of $1,000,000, we may fund such excess with funds not to be held in the trust account. In such case, unless funded by the
proceeds of loans available from our sponsor, members of our team or any of their affiliates, the amount of funds we intend to be held
outside the trust account would decrease by a corresponding amount.
Conversely, in the event that the offering expenses
are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding
amount.
The amount held in the trust account will not be
impacted as a result of such increase or decrease. If we are required to seek additional capital, we would need to borrow funds from our
sponsor, members of our team or any of their affiliates or other third parties to operate or may be forced to liquidate.
Neither our sponsor, members of our team nor any
of their affiliates is under any obligation to advance funds 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 $1.50 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, members of our team or any of their affiliates 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 do not complete 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 share price of our securities, which could cause
you to lose some or all of your investment.
Even if we conduct due diligence on a target business
with which we combine, this diligence may not surface all material issues with a particular target business. In addition, factors outside
of the target business and outside of our control may 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 unless they are able to successfully claim that the reduction was due to the breach by our officers or directors
of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws
that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material
misstatement or material omission.
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 (excluding our independent
registered public accounting firm), 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 founders 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 our team 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 our team to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where
our team 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 by the Termination Date, or upon the exercise of a redemption right in connection with our initial business
combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within
the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the
$10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form
of which is filed as an exhibit to the registration statement of which this Annual Report on Form 10-K forms a part, our sponsor has agreed
that it will be liable to us if and to the extent any claims by a third party (excluding our independent registered public accounting
firm) 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 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 who 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 underwriters of the IPO 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. Our sponsor may not 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.
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 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.
If, after we distribute the proceeds in the
trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition
is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our
board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board
of directors and us to claims of punitive damages.
If, after we distribute the proceeds in the trust
account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is
filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/ creditor and/or
bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or
insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed
as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive
damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.
If, before distributing the proceeds in the
trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition
is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders
and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the trust
account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is
filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may
be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To
the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders
in connection with our liquidation may be reduced.
We have not registered 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 have not registered, and will not register,
the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time.
However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business
days, after the closing of our initial business combination to use our commercially reasonable efforts to file a registration statement
under the Securities Act covering such shares and to maintain the effectiveness of such registration statement and a current Annual Report
relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration or redemption of the warrants in accordance
with the provisions of the warrant agreement. We may not able to do so if, for example, any facts or events arise which represent a fundamental
change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by
reference therein are not current, 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, we will be required to permit holders to exercise their warrants on a cashless basis. 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, unless an exemption 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 reasonable
best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event
will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event
that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws.
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 will 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 warrants included as part
of units sold in the IPO. In such an instance, affiliates of our sponsor and their transferees (which may include our team) 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 securities for sale under all applicable state securities
laws.
Our ability to require holders of our warrants
to exercise such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration statement
covering the Class A ordinary shares issuable upon exercise of these warrants will cause holders to receive fewer Class A ordinary shares
upon their exercise of the warrants than they would have received had they been able to pay the exercise price of their warrants in cash.
If we call the warrants for redemption for cash,
we will have the option, in our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis. If
we choose to require holders to exercise their warrants on a cashless basis or if holders elect to do so when there is no effective registration
statement, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder
exercised his or her warrant for cash.
For example, if the holder is exercising 875 public
warrants at $11.50 per share through a cashless exercise when the Class A ordinary shares have a fair market value of $17.50 per share,
then upon the cashless exercise, the holder will receive 300 Class A ordinary shares. The holder would have received 875 Class A ordinary
shares if the exercise price was paid in cash. This will have the effect of reducing the potential “upside” of the holder’s
investment in our company because the warrantholder will hold a smaller number of Class A ordinary shares upon a cashless exercise of
the warrants they hold.
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.
We may issue 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 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 authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary
shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. As of the date of this Report, there
were 195,506,157 and 2,250,000 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. Immediately after the IPO, there were 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 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 provides, among other things, that prior to the completion of
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:
| ● | may significantly dilute the equity interest of investors
in the IPO, 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; |
| ● | 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; |
| ● | could cause a change in control if a substantial number of
our 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; |
| ● | 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; |
| ● | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
| ● | may not result in adjustment to the exercise price of our
warrants. |
Our initial shareholders may receive additional
Class A ordinary shares if we issue shares to consummate an initial business combination.
The founder shares will automatically convert into
Class A ordinary shares on the first business day following the consummation 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, 63.3% of the sum of (i) the total number of ordinary shares issued and outstanding following the Extension Meeting, plus (ii) the
sum of 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, members of our team or any of their affiliates 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.
The grant of registration rights to our initial
shareholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely
affect the market price of our Class A ordinary shares.
Pursuant to an agreement to be entered into concurrently
with the issuance and sale of the securities in the IPO, our initial shareholders, and their permitted transferees can demand that we
register 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 initial shareholders
or their permitted transferees are registered for resale.
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 do not complete 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 do not complete
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 may issue notes or other debt, 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 Annual Report to issue any notes or other debt, or to otherwise incur debt following the IPO, 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:
| ● | default and foreclosure on our assets if our operating revenues
after an initial business combination are insufficient to repay our debt obligations; |
| ● | 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; |
| ● | our immediate payment of all principal and accrued interest,
if any, if the debt is payable on demand; |
| ● | our inability to obtain necessary additional financing if
the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
| ● | our inability to pay dividends on our Class A ordinary shares; |
| ● | 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; |
| ● | limitations on our flexibility in planning for and reacting
to changes in our business and in the industry in which we operate; |
| ● | increased vulnerability to adverse changes in general economic,
industry and competitive conditions and adverse changes in government regulation; and |
| ● | 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. |
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 warrants
at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if, among other things, the
Reference Value equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations
and the like). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register
or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants as described
above 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. None of the private placement warrants will be redeemable by us so long as they are held by affiliates
of our sponsor or their permitted transferees.
In addition, we have the ability to redeem the
outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among
other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances,
subdivisions, reorganizations, recapitalizations and the like). In such a case, the holders will be able to exercise their warrants prior
to redemption for a number of shares of our 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 shares of our Class
A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.
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 public warrants to purchase 10,333,333
of our Class A ordinary shares as part of the units offered by the IPO and, simultaneously with the closing of the IPO, we issued in a
private placement 5,466,667 private placement warrants at $1.50 per warrant. In addition, if the sponsor makes any working capital loans,
it may convert up to $1,500,000 of such loans into up to 1,000,000 private placement warrants, at the price of $1.50 per warrant. To the
extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional
Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such
warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class
A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business
transaction or increase the cost of acquiring the target business.
Our warrants are accounted for as liabilities
and the changes in value of our warrants could have a material effect on our financial results and thus may have an adverse effect on
the market price of our securities.
On April 12, 2021, the staff of the SEC (the “SEC
Staff”) issued a public statement entitled Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special
Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff
expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities
on the SPAC’s balance sheet as opposed to equity. As a result of the SEC Staff Statement, we reevaluated the accounting treatment
of our 31,000,000 Public Warrants and 5,466,667 Private Placement Warrants, and determined to classify the warrants as derivative liabilities
measured at fair value, with changes in fair value each period reported in earnings.
As a result, included on our condensed balance
sheets as of December 31, 2022 and 2021 contained elsewhere in this Annual Report are derivative liabilities related to embedded features
contained within our warrants. ASC 815, Derivatives and Hedging, provides for the remeasurement of the fair value of such derivatives
at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings
in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations
may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that
we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be
material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities.
Because each unit contains one-third of one
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-third of one warrant. Pursuant
to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon
exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to
the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings
similar to ours whose units include one ordinary share and one warrant to purchase one whole share. We have established the components
of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants
will be exercisable in the aggregate for one-third of the number of shares compared to units that each contain a whole warrant to purchase
one share, thus making us, we believe, a more attractive merger target for target businesses. Nevertheless, this unit structure may cause
our units to be worth less than if it included a warrant to purchase one whole share.
Risks Relating to Regulatory Compliance Requirements
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:
| ● | restrictions on the nature of our investments; and |
| ● | restrictions on the issuance of securities, 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: |
| ● | registration as an investment company with the SEC; |
| ● | adoption of a specific form of corporate structure; and |
| ● | reporting, record keeping, voting, proxy and disclosure requirements
and other rules and regulations that we are currently not subject to. |
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-business combination business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit
from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our anticipated principal
activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in
United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity
of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which
invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in
other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted
at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or
private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company
Act. The IPO 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 by the Termination Date, (B) with respect to any other provision
relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, and (iii) the redemption
of our public shares if we have not consummated an initial business by the Termination Date. 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 do not complete 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.
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 will be 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.
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.
Claims may 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 imprisonment for five years in the Cayman Islands.
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, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging
growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal
control over financial reporting. 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 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 U.S. investor holding our Class A ordinary shares or warrants, the U.S. investor
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 an exception to PFIC status for certain newly formed
companies (the “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 (and, in the case of
the start-up exception, potentially not until after the two taxable years following our initial taxable year). Our actual PFIC status
for any taxable year will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any
taxable year, we will endeavor to provide to a U.S. investor such information as the Internal Revenue Service may require, including a
PFIC Annual Information Statement, in order to enable the U.S. investor to make and maintain a “qualified electing fund” election,
which could mitigate certain of the adverse U.S. federal income tax consequences of our PFIC status to U.S. investors, but there can be
no assurance that we will timely provide such information, and such election would be unavailable with respect to our warrants in all
cases. We urge U.S. investors to consult their tax advisers regarding the possible application of the PFIC rules.
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 warrantholder to recognize taxable
income in the jurisdiction in which the shareholder or warrantholder 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 warrantholders to pay such taxes. Shareholders
or warrantholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.
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.
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 is equal to
or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during the most recently
completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to 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.
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
will be 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 will also be subject to the federal securities laws of the
United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities
of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law
of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common
law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our
shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under
statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities
laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted
bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a
Federal court of the United States.
Shareholders of Cayman Islands exempted companies
like the company have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members
of these companies. Our directors have discretion under our amended and restated memorandum and articles of association to determine whether
or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available
to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder
motion or to solicit proxies from other shareholders in connection with a proxy contest.
We have been advised by Maples and Calder, our
Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts
of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state;
and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions
of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature.
In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the
courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without
retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation
to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman
Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty,
inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner,
or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive
or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent
proceedings are being brought elsewhere.
As a result of all of the above, public shareholders
may have more difficulty in protecting their interests in the face of actions taken by our team, members of the board of directors or
controlling shareholders than they would as public shareholders of a United States company.
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 our team.
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 our team and may discourage transactions that otherwise could involve payment of a premium over prevailing
market prices for our securities.
Cyber incidents or attacks directed at us could
result in information theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information
systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and
deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the
cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early
stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.
We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.
It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial
loss.
Risks Relating to Our Management, Directors and Employees
Past performance by our team or their affiliates
may not be indicative of future performance of an investment in us.
Information regarding performance by, or businesses
associated with, our team or their affiliates is presented for informational purposes only. Any past experience of and performance by
our team or their affiliates, is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our
initial business combination; or (2) of any results with respect to any initial business combination we may consummate. You should not
rely on the historical record of our team or any of their affiliates’ as indicative of the future performance of an investment in
us or the returns we will, or are likely to, generate going forward.
We may not hold an annual general meeting until
after the consummation of our initial business combination.
In accordance with NYSE corporate governance requirements
and our amended and restated memorandum and articles of association, we are not required to hold an annual general meeting until no later
than one year after our first fiscal year end following our listing on NYSE. As an exempted company, there is no requirement under the
Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public
shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with our founding team. Our board
of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those
directors appointed prior to our first annual general meeting) serving a three-year term.
Holders of Class A ordinary shares will not
be entitled to vote on any appointment of directors we hold prior to the completion of our initial business combination.
Prior to the completion of 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 the completion of an 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.
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 predicated upon the civil liability provisions of the securities laws 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.
Past performance by our management team may
not be indicative of future performance of an investment in us.
Any past experience and performance of our management
team is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial business combination;
or (2) of any results with respect to any initial business combination we may consummate. You should not rely on the historical record
of our management team’s performance as indicative of the future performance of an investment in us or the returns we will, or are
likely to, generate going forward. None of our sponsor, officers or directors has had experience with a blank check company or special
purpose acquisition company in the past.
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. 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.
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 or advisory
positions following our initial business combination, it is likely that some or all of the management of the target business will remain
in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you
that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating
a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.
Our key personnel may negotiate employment or
consulting agreements with a target business in connection with a particular business combination, and a particular business combination
may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation
following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular
business combination is the most advantageous.
Our key personnel may be able to remain with our
company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements
in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination
and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would
render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention
or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation
in identifying and selecting a target business. In addition, pursuant to an agreement to be entered into on or prior to the closing of
the IPO, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals
for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights
agreement.
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
our initial 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.
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. 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. For a complete discussion of our executive officers’ and directors’
other business affairs, please see “Management—Officers, Directors and Director Nominees.”
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.
Following the completion of the IPO and until we
consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses.
Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations
to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such
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 founders and our directors and
officers expect in the future to become affiliated with other public 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 provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer
shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same
or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an
opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on
the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or
directors will materially affect our ability to complete our initial business combination.
For a complete discussion of our executive officers’
and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Management—Officers,
Directors and Director Nominees,” “Management—Conflicts of Interest” and “Certain Relationships and Related
Party Transactions.”
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. Our directors also serve as officers and board members for other entities, including, without limitation,
those described under “Management—Conflicts of Interest.” Our sponsor and our officers and directors may sponsor or
form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period
in which we are seeking an initial business combination. 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 pursuing, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity
met our criteria for a business 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 or an
independent valuation or 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.
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 may acquire during or after the IPO), a conflict of interest may arise in determining whether a particular business combination
target is appropriate for our initial business combination.
On November 20, 2020 our sponsor paid $25,000,
or approximately $0.003 per share, to cover for certain offering costs in consideration for 8,625,000 founder shares. 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. The founder shares will
be worthless if we do not complete an initial business combination. In addition, affiliates of our sponsor have committed, pursuant to
a written agreement, to purchase 5,466,667 private placement warrants, at a purchase price of $8,200,000, in a private placement that
will close simultaneously with the closing of the IPO. If we do not consummate an initial business by the Termination Date, the private
placement warrants (and the underlying securities) 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 Termination Date nears, which is the deadline for our consummation of an initial business combination.
Our team 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 the completion of 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 issued and outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders
may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than
we initially acquired. Accordingly, this may make it more likely that our team will not be able to maintain control of the target business.
Risks Relating to Corporate Governance
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 will 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 any
of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are
validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination
exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary
shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.
In order to effectuate an initial business combination,
blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including
their warrant agreements. We may 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 a 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 50% of the public warrants and, solely with respect to any amendment to the terms of the private
placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the
then outstanding private placement warrants. In addition, our amended and restated memorandum and articles of association will 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 by the Termination Date, or (B) with respect to any other
provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. To the extent
any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through this registration statement,
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 shareholders. Our amended and restated memorandum
and articles of association provides that any of its provisions related to pre-business combination activity (including the requirement
to deposit proceeds of the IPO and the sale of the private placement 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 two-thirds of our ordinary shares who attend and vote at a general meeting of the company; 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 holders representing at least two-thirds of our issued and
outstanding Class B ordinary shares. Our initial shareholders, and their permitted transferees, if any, who will collectively beneficially
own, on an as-converted basis, 63.3% of our Class A ordinary shares following the Extension Meeting, 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, directors and
director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated
memorandum and articles of association (A) 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 by the Termination Date, or (B) with respect to any other provision
relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity; unless we provide our public
shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust
account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares.
Our shareholders are not parties to, or third-party beneficiaries of, this agreement and, as a result, will not have the ability to pursue
remedies against our sponsor, executive officers, directors or director nominees for any breach of this agreement. As a result, in the
event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.
Our letter agreement with our sponsor, officers
and directors may be amended without shareholder approval.
Our letter agreement with our sponsor, affiliates
of our sponsor, officers and directors contain provisions relating to transfer restrictions of our founder shares and private placement
warrants, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust
account. The letter agreement may be amended without shareholder approval. While we do not expect our board to approve any amendment to
the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment
and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter
agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities.
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 are unable to complete our initial business combination, 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 the
IPO 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 selected any prospective target business we cannot ascertain the capital requirements for any particular transaction.
If the net proceeds of the IPO 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. Such financing may not be available on acceptable terms, if at all.
The current economic environment may make 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 do not complete 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.
Our initial shareholders control a substantial
interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do
not support.
Following the Extension Meeting, our initial shareholders
own, on an as-converted basis, 63.3% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence
on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated
memorandum and articles of association. If our initial shareholders purchases any units in the IPO or if our initial shareholders purchases
any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their 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 Annual 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 and will be 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 an annual general meeting to appoint new directors prior to the completion of our initial
business combination, in which case all of the current directors will continue in office until at least the completion of the business
combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority
of the board of directors will be considered for election 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 election 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. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without
the prior consent of our sponsor.
We may amend the terms of the warrants in a
manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public
warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of
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 or
correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and
the warrant agreement set forth in this Annual Report, but requires the approval by the holders of at least 50% 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 50% 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, 50% 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 50% of the then-outstanding public warrants
is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert
the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
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 our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without
taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance including
any transfer or reissuance of such shares), (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, and (z) the volume-weighted average
trading price of our Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which we consummate
our initial business combination (such price, the “Market Value”) 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 Market Value, and the $10.00 and $18.00 per share redemption trigger
prices of the warrants will be adjusted (to the nearest cent) to be equal to 100% and 180% of the Market Value, respectively. This may
make it more difficult for us to consummate an initial business combination with a target business.
Our warrant agreement designates 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 provides 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 of 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 team and board of directors.
Risks Associated with Acquiring and Operating a Business in Non-U.S.
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:
| ● | costs and difficulties inherent in managing cross-border business operations; |
| ● | rules and regulations regarding currency redemption; |
| ● | complex corporate withholding taxes on individuals; |
| ● | laws governing the manner in which future business combinations may be effected; |
| ● | exchange listing and/or delisting requirements; |
| ● | tariffs and trade barriers; |
| ● | regulations related to customs and import/export matters; |
| ● | local or regional economic policies and market conditions; |
| ● | unexpected changes in regulatory requirements; |
| ● | tax issues, such as tax law changes and variations in tax laws as compared to United States tax laws; |
| ● | currency fluctuations and exchange controls; |
| ● | challenges in collecting accounts receivable; |
| ● | cultural and language differences; |
| ● | underdeveloped or unpredictable legal or regulatory systems; |
| ● | protection of intellectual property; |
| ● | social unrest, crime, strikes, riots and civil disturbances; |
| ● | regime changes and political upheaval, including as a result of the current conflict between Russia and Ukraine; |
| ● | terrorist attacks, natural disasters, pandemics and wars; |
| ● | and deterioration of political relations with the United States. |
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 team 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
team 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 resourcesness 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 resourc 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 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.