ITEM
1. BUSINESS
We
are a blank check company incorporated on March 8, 2021 as a Cayman Islands exempted company (the “Company”) having its principal
place of business based in the United States whose business purpose is to effect a business combination with one or more businesses,
which we refer to throughout this Annual Report as our initial business combination.
Our
sponsor is InFinT Capital LLC (together with its affiliates, “InFinT Capital” or “Sponsor”), a United States
based sponsor group with extensive investment, operating and innovating experience in financial services and technology. We intend to
focus on private businesses where we believe InFinT Capital’s background and experience, with our assistance, can execute a plan
to create value for our shareholders in the public markets.
While
we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus our
search on a target that aligns with the background and experience of Sponsor in the financial services and technology sector. Within
financial services and technology, we expect to focus primarily on companies serving five sub-sectors: Banking & Payments, Capital
Markets, Data & Analytics, Insurance and Investment Management. We seek financial technology companies in these sub-sectors that
exhibit infrastructure-like characteristics and are strategically important to their customers and are also able to rapidly generate
attractive risk-adjusted returns for stockholders. Furthermore, we believe that Sponsor’s fully integrated platform of investment
expertise, industry perspective and skillset, and technological and innovation capabilities could radically change the trajectory of
such companies.
On
November 23, 2021, the Company consummated an initial public offering (the “IPO,” or the “Initial Public
Offering”) of 17,391,200 units at $10.00 per unit (the “Units” and, with respect to the ordinary shares included
in the Units, the “Public Shares”) and the sale of 7,032,580 warrants (each, a “Private Warrant” and
collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to the Sponsor that
closed simultaneously with the closing of the IPO (the “Private Placement”). The Company has listed the Units on the New York Stock Exchange
(“NYSE”). On November 23, 2021, the underwriters exercised their over-allotment
option in full, according to which the Company consummated the sale of an additional 2,608,680 Units, at $10.00 per Unit, and the
sale of an additional 764,262 Private Warrants, at $1.00 per Private Warrant. Following the closing of the over-allotment option,
the Company generated total gross proceeds of $207,795,642 from the IPO and the Private Placement, of which the Company raised
$199,998,880 in the IPO, $7,796,842 in the Private Placement and of which $202,998,782 was placed in the Company’s Trust
Account established in connection with the IPO.
Proposed
Business Combination
On
August 3, 2022, the Company entered into that certain Business Combination Agreement among the Company, FINTECH Merger Sub Corp., a Cayman
Islands exempted company and a wholly owned subsidiary of INFINT (“Merger Sub”), and Seamless, a Cayman Islands
exempted company (as amended, the “Business Combination Agreement”), pursuant to which Merger Sub
will merge with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of the Company (the “Merger”
and the Merger and the other transactions contemplated by the Business Combination Agreement, together, the “Business Combination”).
The closing of the Business Combination (the “Closing”) is subject to customary conditions of the respective parties, including
the approval of the Business Combination by the Company’s shareholders.
Shareholder
Support Agreement
Concurrently
with the execution of the Business Combination Agreement, the Company, the holders of Seamless’ shares (“Seamless
Shareholders”) and Seamless entered into the Shareholder Support Agreement, pursuant to which, among other things, such
Seamless Shareholders party thereto agreed to (a) vote their Seamless shares in support and favor of the Business Combination
Agreement, the Proposed Transactions (as defined below) and all other matters or resolutions that could reasonably be expected to
facilitate the proposed transactions, (b) waive any dissenters’ rights in connection with the transactions, (c) not transfer
their respective Seamless shares and (d) terminate the Seamless’ shareholders’ agreement at or prior to
Closing.
Sponsor
Support Agreement
Concurrently
with the execution of the Business Combination Agreement, Sponsor, the Company and Seamless had entered into the Sponsor Support
Agreement, pursuant to which, among other things, Sponsor agreed to (a) vote at the Company’s shareholders’ meeting in
favor of the Business Combination Agreement and the Proposed Transactions (as defined below), (b) abstain from redeeming any Sponsor founder shares in
connection with the Proposed Transactions (as defined below), and (c) waive certain anti-dilution provisions contained in the Charter.
Registration
Rights Agreement
At
the Closing, the Company and certain Seamless Shareholders and the Company’s shareholders party thereto (such shareholders, the
“Holders”) will enter into the Registration Rights Agreement, pursuant to which, among other things, the Company will be
obligated to file a registration statement to register the resale of certain New INFINT Ordinary Shares (as defined therein) held by
the Holders. The Registration Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject
to certain requirements and customary conditions.
Lock-Up
Agreement
At
the Closing, the Company will enter into individual Lock-Up Agreements with each of certain Seamless Shareholders (each, a
“Locked-Up Shareholder”) pursuant to which, among other things, the New INFINT Ordinary Shares (as defined therein) held
by each Locked-Up Shareholder will be locked-up for a period ending on the earlier of (A) six (6) months following the Closing and
(B) the date after the Closing on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or
other similar transaction with an unaffiliated third party that results in all of the Company’s shareholders having the right
to exchange their shares for cash, securities, or other property.
The
Business Combination, the Business Combination Agreement, as amended, the Shareholder Support Agreement, the Sponsor Support Agreement,
the Registration Rights Agreement and the Lock-Up Agreement are more fully described in Note 6 to the financial statements included
in Item 8 of this Annual Report. A copy (or form) of each of the foregoing agreements was included as an exhibit to the Current Report
on Form 8-K filed with the SEC on August 9, 2022 and is also filed as an exhibit to this Annual Report.
Unless
specifically stated, this Annual Report does not give effect to Business Combination and does not contain the risks associated with
the Business Combination. Such risks and effects relating to the Business Combination are more fully disclosed in our preliminary
prospectus/proxy statement included in a Registration Statement on Form S-4, filed with the SEC on September 30, 2022 and amended on
December 1, 2022 and February 13, 2023.
Extension
In
accordance with the provisions of the Amended and Restated Memorandum and Articles of Association of the Company (the “Charter”)
and the Business Combination Agreement, Seamless deposited additional funds in the amount of $2,999,982 to the Company’s Trust
Account on November 22, 2022 to automatically extend the date by which the Company must consummate a business combination from November
23, 2022 to February 23, 2023.
On
February 14, 2023, the Company’s shareholders approved an amendment to the Charter (the “Extension Amendment”). The Extension Amendment
extends the date by which the Company must consummate its initial business combination (the “Extension”) from February 23, 2023, upon
additional funds being deposited into the Company’s Trust Account to August
23, 2023, or such earlier date as determined by the Company’s board of directors (the “Board,” such date, the “Extended Date”).
In
connection with the shareholder vote to approve the Extension Amendment, the holders of 10,415,452 Class A ordinary shares property exercised
their right to redeem their shares for cash at a redemption price of approximately $10.49 per share, for an aggregate redemption amount
of approximately $109.31 million, leaving approximately $100.59 million in the Trust Account.
Sponsor
The
Company was founded by our Sponsor, which was founded by a talented group of financial services and technology industry experts who have
led or been involved in investments or M&A transactions in the financial technology & services, insurance, and info/tech services
sectors. We believe the background and experience of our Sponsor members will allow us to source, identify and execute an attractive
transaction for our stockholders.
Our
Sponsor represents a tightly-knit team of industry executives with extensive investment, operating and innovating experience in financial
technology. The holistic combination of these three capabilities provides Sponsor with a differentiated playbook providing a competitive
advantage across the investment life cycle, positioning it as the partner-of-choice to founders, management teams and vendors of target
portfolio companies, and their customers alike.
The
Company is led by Alexander Edgarov, Chief Executive Officer and a member of our Board, our Board member (and founder of our Sponsor)
Kevin Chen, our Chairman of the Board Eric Weinstein, and Sheldon Brickman, our Chief Financial Officer, who are supported by our team
as well as our directors, as further described below.
Alexander
Edgarov has served as our Chief Executive Officer and as a member of our Board since March 2021. Mr. Edgarov is a sponsor investor of,
and since November 2020 has served as a senior advisor to Edoc Acquisition Corporation, (NASDAQ: ADOC), a healthcare special purpose
acquisition company. From 2016 to 2018, he was a venture partner with New Margin Capital, a leading venture capital fund in China. Mr.
Edgarov has served as a Principal at Sapta Group Corp since 2014. Earlier in his career, Mr. Edgarov served as a global account executive
for a leading international supply chain company, where he oversaw multiple teams across the globe and worked with Fortune 100 companies
overseeing multi-million dollar accounts in the fields of automotive, fashion and technology. He is an investor and advisor to a wide-range
portfolio of clients including companies, alternative investment funds, venture capital funds, and family offices with a focus on both
public and private markets in the United States and China. Mr. Edgarov is an expert in building multi-level connections between business
people and companies from China, the United States and Israel in the areas of venture capital, entertainment and technology. By relying
on his extensive international network of contacts and partners, Mr. Edgarov provides strategic and tactical guidance, analysis and introduction
services to companies and individuals who need to gain deeper understanding of local markets and seek to form partnerships and pursue
opportunities with aligned partners who are leaders in their fields.
Mr.
Edgarov completed his undergraduate degree in Economics and Business and received his Bachelors of Art from the Ben-Gurion University
of the Negev in Israel. He graduated summa cum laude from the Master of Arts program in International Affairs at the City College of
New York.
We
believe that Mr. Edgarov’s qualifications to serve on our Board include his extensive financial services leadership positions and
entrepreneurial experience.
Sheldon
Brickman has served as our Chief Financial Officer since March 2021. Mr. Brickman is the President of Rockshore Advisors LLC, which he
founded in May of 2013. providing a range of advisory services, including traditional mergers & acquisitions services, due diligence,
valuations and strategic consulting. Rockshore Advisors, LLC is particularly focused on advising investors in the insurance and healthcare
sectors. Mr. Brickman, who received his Bachelor of Science in Accounting from Brooklyn College, brings over 25 years of M&A advisory
and business development experience. He has worked for numerous multibillion dollar insurance carriers, including assignments for companies
as AIG, Aetna and National General. Mr. Brickman has assisted international companies in the UAE, UK, Asia and Latin America, and advised
regional insurance carriers on their business. Mr. Brickman’s experience covers the property casualty and life/health markets,
including work with insurance carriers, managing general agencies, wholesalers, retailers and third party administrators. He served as
Head of International M&A and Business Development for Aetna International from March of 2012 through April of 2013. Mr. Brickman
previously worked at AIG for more than 17 years in various executive level M&A and business development positions around the world
where he was responsible for buying and selling numerous businesses on behalf of the company. Before joining AIG, Mr. Brickman spent
four years at Hanwa Company LTD, a Japanese investment Company, and three years at the international accounting firm of Deloitte &
Touche.
We
believe that Mr. Brickman’s qualifications to serve on our Board include his substantial experience as a financial technology executive
and entrepreneur, having held senior leadership positions in large corporations and having founded an industry-leading global financial
services and consulting firm.
Eric
Weinstein is the Chairman of the Board and is considered independent. Mr. Weinstein serves as an Investment Manager at Eastmore Group
since February 2018 where his responsibilities as a managing director include screening and overseeing investments. He has previously
served as a Managing Director at Neuberger Berman from May 2009 to January 2018 where he was also the Chairman of Hedge Fund Solutions
and a member of the Investment Risk Committee and Alternatives Investment Committee. Mr. Weinstein has over 30 years of experience at
global financial services firms that include Neuberger Berman, Lehman Brothers Holdings Inc., Swiss Bank Corporation, and Morgan Stanley.
At Lehman Brothers, Mr. Weinstein acted as a Chief Investment Officer of Lehman Brothers Alternative Investment Management and oversaw
a pool of capital that exceeded $5 billion U.S. dollars. He has served as the co-manager of a private equity investment start-up which
was focused on providing seed capital to start up investment firms. He has also served as a director to a number of investment funds.
Mr. Weinstein has global experience managing investments and servicing clients in North America, South America, Europe, Asia, and Oceania.
In the 1990s, Mr. Weinstein managed a team of derivative analysts in Hong Kong (Swiss Bank), and he visited Beijing and Hong Kong on
a regular basis to meet with then-existing and then-potential clients when working with Lehman Brothers and then Neuberger until 2015.
Mr. Weinstein currently serves as Investment Manager for the Eastmore Group, which makes minority investments in companies that have
assets in China, however Mr. Weinstein has never advised on any such investments. Mr. Weinstein received his MBA from the Wharton School
at the University of Pennsylvania and a Bachelor of Arts in economics from Brandeis University.
We
believe that Mr. Weinstein’s qualifications to serve on our Board include his substantial experience as a financial executive,
having held senior leadership positions in large financial institutions.
Michael
Moradzadeh is a member of the Board and is considered independent. Michael Moradzadeh is a Founding Partner and the Chief Executive Officer
of Rimon PC, and its affiliate NovaLaw, Inc. He has served and managed the firm in these capacities from its incipience in 2008. Mr.
Moradzadeh’s legal practice focuses on technology company representation and international transactions. He represents both companies
and investors in investment rounds and stock sales. He has worked on deals ranging from small angel investments to representing a private
equity firm in a $6 billion acquisition. He is also heavily involved in secondary markets of private stock, representing sellers of restricted
stock in Facebook, Twitter, Zynga, SolarCity, Dropbox, Bloom Energy, Gilt Groupe, Etsy and other pre-IPO companies. Internationally,
Mr. Moradzadeh represented Bain Capital and Morgan Stanley in their international investment funds and has worked with foreign counsel
in 130 jurisdictions on several international securities deals. Mr. Moradzadeh has presented on innovations in law firm management and
business models at Harvard Law School, Stanford Law School, UC Berkeley Law School, and UC Hastings College of the Law. Mr. Moradzadeh
has also presented to the board of directors of global law firms to help them innovate their own structures. Mr. Moradzadeh’s innovations
with Rimon have received awards from the Financial Times and the American Bar Association Journal and have appeared in a wide array of
international publications, including the Economist, the Atlantic, the Wall Street Journal, Harvard Business Review, the American Lawyer
Magazine, the National Law Journal, American Bar Association Magazine, the National Post, Bloomberg, Law & More, Legal Management
Magazine, the San Francisco and Los Angeles Daily Journals, the San Francisco Business Times, the Silicon Valley Business Journal, American
Lawyer’s Law Technology News, Law 360, and eLawyering. Mr. Moradzadeh received his Bachelor of Arts in from the University of California,
Berkeley, and his Juris Doctor degree from Columbia Law School in New York.
We
believe that Mr. Moradzadeh’s qualifications to serve on our Board include his unique legal, business and management experience
with a focus on the financial technology industry, along with his extensive private company experience.
Dave
Cameron is a member of the Board and is considered independent. Mr. Cameron is a strategic, C-level data security and risk management
executive who drives enterprise profitability and protects stakeholders by securing information assets, managing cyber risk, and enabling
business strategies. From April of 2017 to September of 2020, Mr. Cameron acted as Senior Vice President and Chief Security Officer for
US, UK, and France-based operations of AXA XL, a multi-line global insurance and reinsurance companies and was accountable for driving
cultural and organizational change throughout the entities and implementing a sustainable cost effective information security practice.
As a key advisor, Mr. Cameron’s duties included global management responsibilities covering cyber security, business continuity
management and physical security as well as global responsibility for the overall information risk management programs, including the
company’s information risk and security strategies, tactics, planning, governance, architecture, and operations. At XL Global Services,
Inc., another insurance and reinsurance company, he served as Senior Vice President, Chief Information Security Officer, and VP of Information
Risk from 2002 through April of 2017. At XL Global Services, he had global responsibility for overall Information Risk Management program,
including the company’s information risk and security strategies, tactics, planning, governance, architecture, and operations.
Mr. Cameron is an expert at navigating the complex global regulatory environment (General Data Protection Regulation (“GDPR”), Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), New York State Department of Financial Services (“NYDFS”), International Traffic in Arms Regulations( “ITAR”)) and US regulatory regime
as it pertains to the Committee on Foreign Investment in the United States (the “CFIUS”). As a firm believer in security for both individuals
and enterprises, Mr. Cameron achieved an “All Star” designation from Risk and Insurance magazine for his ongoing peer recognition
in security awareness and education. One of these unique initiatives raised over $10,000 for Medicine Sans Frontier. As an active member
of various global security consortiums including the FS-ISAC and the European-based Information Security Forum (“ISF”), he participated
in thought leadership efforts to create a global information security culture. Additionally, he continuously participates in round table
and panel discussions at international conferences to further entrench the security mindset and awareness. Mr. Cameron holds and maintains
a Certified Information Systems Security Professional (“CISSP”) designation and an Associates in Business from the University of Phoenix.
We
believe that Mr. Cameron’s qualifications to serve on our Board include his substantial experience in risk management, along with
his extensive experience in senior management. Mr. Cameron has over 20 years of combined experience in Information Security, Physical
Security, Business Continuity Management and Regulatory Affairs.
Jing
Huang is a member of the Board and is considered independent. Ms. Huang currently serves as Senior Vice President, Consumer Lines Strategy
at Oscar Health, Inc. (NYSE: OSCR), a technology-driven health insurance company dedicated to creating a better healthcare experience
for members with inclusive products and services. She served as Senior Vice President, Head of Individual Business, at Oscar Health,
Inc. from October 2020 to Nov 2021 and Senior Vice President, Commercial Finance, at Oscar Health, Inc. from February 2020 to October
2020. Ms. Huang has prior experience at the multinational fintech giant Ant Group, where she acted as President and Chief Executive Officer
of Ant Technologies US and Head of Intelligent Product and Services at Ant Financial from October 2017 to June 2019, focusing on inclusive
financial service innovation and partnership. Prior to joining Ant Financial, Ms. Huang was Senior Managing Director, Global Treasury
from April 2016 to September 2017 at AIG, a multi-line global insurer, responsible for group capital assessment including rating agency
and Basel requirements, engagement in the development of IAIS Insurance Capital Standards, and various regulatory requirements with domestic
and international regulators. At AIG, Ms. Huang also worked as a Managing Director, Global Actuarial from January 2011 to March 2014,
and Senior Managing Director, Global Head of Insurance Company Capital and Asset Liability Management from March 2014 to April 2016.
Ms. Huang was an adjunct faculty member of Columbia University’s Masters of Science program, Enterprise Risk Management. She holds
a Bachelor of Science degree in Physics from Fudan University and a Ph.D. in Computational Biology from New York University.
We
believe that Ms. Huang’s qualifications to serve on our Board include her extensive experience in M&A, financial and risk management,
regulatory engagement in global settings, and global experience in product development and go-to-market on financial service innovation.
Ms. Huang is a Fellow of the Society of Actuaries, and a member of the American Academy of Actuaries.
Andrey
Novikov is a member of the Board and is considered independent. Mr. Novikov has since June of 2019 acted as Chief Executive Officer of
Cardpay Mexico SAPI de CV, a Europe-based provider of physical and virtual payment services in Mexico. The company offers a wide range
of services and a global merchant acquirer on a mission to enable fast, convenient, and secure payments for the businesses worldwide.
Meanwhile, since November of 2019, he acts as Chief Financial Officer of Yunhong International (NASDAQ: ZGYH), a Cayman Islands special purpose acquisition companies (“SPACs”).
Since 2014, Mr. Novikov serves as a member of the board of directors of Innovative Payment Solutions, Inc. (OTC: IPSI), a US-based provider
of physical and virtual payment services in Mexico. From 2008 to 2014, Mr. Novikov served as Vice President of QIWI PLC (NASDAQ: QIWI)
and was primarily responsible for international business development and merger and acquisition transactions. From 1999 to 2007, Mr.
Novikov served as the Deputy Director General of Bela Catarina Ltd., a Portuguese-Russian trading and manufacturing company. His responsibilities
included negotiating with customers and partners in foreign countries, organizing the marketing events in Russia and Belarus, and implementing
new sales analysis methods for business development and expansion. From 1996 to 1999, Mr. Novikov founded and managed Kvalitet Ltd.,
a trade company where he was involved in business development and implementation of innovative sales technology. He received an undergraduate
degree from Moscow State Technological University Stankin.
We
believe that Mr. Novikov’s qualifications to serve on our Board include his leadership roles and financial expertise. Mr. Novikov
has extensive experience and managerial skills in the international trade, FinTech, e-commerce, and financial industries.
Kevin
Chen is a member of the Board and a founder of our Sponsor. Mr. is Chairman and Chief Executive Officer of Edoc Acquisition Corporation
(NASDAQ: ADOC), a SPAC focused on businesses in the North American and Asian-Pacific healthcare and healthcare provider sectors, since
August of 2020. Mr. Chen also has since February of 2019 served as a member of the board of directors of Horizon Global Access Fund,
a segregate, Cayman Islands-based, portfolio of Flagship Healthcare Properties Fund, which is a leading U.S. Healthcare REIT. Mr. Chen
has also acted as Chief Investment Officer and Chief Economist of Horizon Financial, a New York-based investment management firm that
offers cross-border solutions for global clients, with a specialty in investment in U.S. healthcare facilities, since January of 2018.
He is responsible for advising clients investing in healthcare facilities in the United States. In addition, Mr. Chen currently serves
as a Manager of ACM Macro LLC, a registered investment advisor and affiliated entity of Horizon Financial Advisors LLC. He took this
position in June 2017. From 2013 to 2017, Mr. Chen managed portfolios at several investment firms that were not registered with the Financial Industry Regulatory Authority (the “FINRA”).
From January of 2017 to June 2017, Mr. Chen acted as Chief Strategist at Hywin Capital Management, LLC. Mr. Chen was the Chief Investment
Officer at Three Mountain Capital Management LP from August of 2013 until January of 2017. He has extensive experience with and has cultivated
a broad network in investment management, particularly in the context of healthcare facilities. In his extensive business experience,
Mr. Chen held essential positions such as co-founder and vice-chairman of the Absolute Return Investment Management Association of China,
director of asset allocation at Morgan Stanley from August 2004 to August 2008, and manager at China Development Bank from September
1998 to August 2000. Mr. Chen has been a guest speaker at Harvard University, Fordham University, Pace University, and IESE Business
School. He is a former member of the Adjunct Advisory Committee and former Interim Head of the Private Sector Concentration program of
Master of Science in Global Affairs, New York University, and has been an adjunct professor in the Center for Global Affairs there since
2012. He received his PhD in Finance from the Financial Asset Management Engineering Center at University of Lausanne, Switzerland, an
MBA in Finance from the Center for Economic Research, Tilburg University in the Netherlands, and a B.A. in Economics from the Renmin
University of China in Beijing, China.
We
believe that Mr. Chen’s qualifications to serve on our Board include his substantial experience in finance, along with his extensive
experience in senior management.
We
are advised by a strong team of professionals at our Sponsor, with extensive operating and investing experience.
Business
Strategy
Our
business strategy is to identify and consummate an initial business combination with a target that can benefit from the investment, operating
and innovating experience of our management team. Specifically, we will focus on opportunities where we can efficiently enact our proven
and replicable value creation strategy, centered around five key pillars (Strategy and M&A, Sales and Marketing, Product Development
and Innovation, Operational Improvements, Talent).
Although
we may pursue targets in any industry, we are focused on making investments in growth equity and buyout transactions in respect of which
we can exercise control and/or significant influence focused on financial technology, generally headquartered in North America,
Asia, Latin America, Europe and Israel, provided, however, that we have no intention of ever conducting our principal operations in,
or acquiring any business that is based in, or which does business in, China or Hong Kong or which uses, or may use, a variable interest
entity structure to conduct China-based operations.
Specifically,
we intend to pursue targets serving five main sub-sectors: Banking & Payments, Capital Markets, Data & Analytics, Insurance and
Investment Management. We seek financial technology companies in these sub-sectors that exhibit infrastructure-like characteristics and
are strategically important to their customers. As such, these business tend to have attractive business models, high recurring revenues,
stable earnings, predictable cash flows, and can generate attractive risk-adjusted returns for shareholders.
Our
selection process will leverage our management’s and our Sponsor’s extensive relationship network, deep and specialized operational
experiences and proven deal sourcing capabilities to access proprietary acquisition opportunities.
We
believe that our management team and Sponsor team’s track record of identifying and sourcing transactions positions us well to
appropriately evaluate potential business combinations and select one that will be well received by the public markets. Our sourcing
process will leverage the extensive networks of our Sponsor and our management team, which we believe should provide us with a number
of business combination opportunities.
Members
of our management team have actively begun the search for a target business by communicating with their network of relationships and
other interested parties to articulate our initial business combination criteria, including the parameters of our search for a target
business, and will begin the process of pursuing and reviewing potential opportunities.
Acquisition
Criteria
Consistent
with our strategy, we have identified the following general criteria and guidelines, which we believe are essential in evaluating prospective
target businesses. We will use these guidelines to evaluate acquisition opportunities, including the proposed Business Combination, although
if the proposed business combination with Seamless is not completed, we may decide to enter into our initial business combination with
a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe:
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utilizes
our management team’s and our Sponsor’s extensive network of relationships, which enables access to proprietary and advantaged
deal flow; |
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benefits
from our Sponsor’s investment expertise, industry perspective and skillset, and technological and innovation capabilities; |
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provides
strategically important infrastructure and business services to its customers, and thus has a defensible market position with high
barriers to entry against new potential market entrants; |
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has
a history of strong operating and financial results, and strong fundamentals, which can be improved further under our ownership; |
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is
prepared to be a public company and will benefit from having a public currency in order to enhance its ability to pursue accretive
acquisitions, high-return product development and innovation, and/or strengthen its balance sheet; |
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will
offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved
capital structure that will be weighed against any identified downside risks; and |
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has
attractive business fundamentals. |
These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be
based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management
may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet
the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications
related to our initial business combination, which, as discussed in this Annual Report, would be in the form of tender offer documents
or proxy solicitation materials that we would file with the SEC.
Our
Acquisition Process
In
evaluating a prospective target business, as was the case with Seamless, we expect to conduct a thorough due diligence review which will
encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well
as a review of financial, operational, legal and other information which will be made available to us. In addition, we have agreed not
to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor.
Members
of our management team may directly or indirectly own our ordinary shares and/or 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. Our officers and directors may also have conflicts of interest with other entities to which they owe
fiduciary or contractual obligations with respect to initial business combination opportunities. 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 and directors is included by a target business as a condition to any agreement with respect to our initial business combination.
Each
of our officers and directors presently has, and any of them in the future 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 other entity, subject to their fiduciary duties under Cayman Islands
law. 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. Our Charter provides 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 any director or officer, on the one hand, and us, on the other.
Initial
Business Combination
In
accordance with the rules of NYSE, our initial business combination must occur with one or more target businesses that together have
an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting
discounts held in trust and taxes payable on the income earned on the Trust Account) at the time of our signing a definitive agreement
in connection with our initial business combination. We refer to this as the 80% of net assets test. If our Board is not
able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions with respect to satisfaction of such criteria.
We will also provide a summary of any such opinion or report to shareholders in connection with any vote on an initial business combination
in our proxy materials or tender offer documents, as applicable, related to our initial business combination in accordance with Section
1015(b) of Regulation S-K. We will also need to obtain the approval of a majority of our disinterested independent directors. We do not
intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this
requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses,
although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company
with nominal operations.
We
anticipate structuring our initial business combination so that the post-transaction 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-transaction company owns or acquires less than 100% of such interests or assets of the target
business in order to meet certain objectives of the prior owners of the target business, the target management team or shareholders or
for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of
the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be
required to register as an investment company under the Investment Company Act. Even if the post-transaction 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-transaction 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 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-transaction 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.
To
the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages
of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor
to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant
risk factors.
In
evaluating a prospective target business, as was the case with Seamless, we expect to conduct a thorough due diligence review which will
encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well
as a review of financial, operational, legal and other information which will be made available to us. The time required to select and
evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process,
are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of
a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another business combination.
Corporate
Information
We
are a Cayman Islands exempted company having its principal place of based in the United States. 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 obtained 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 $1.07 billion, or (c) in which we are
deemed to be a large accelerated filer, which means the volume weighted average trading price of the Company’s Class A
ordinary share during the 20 trading day period starting on the trading day after the day on which the Company completes a Business
Combination (such price, the “Market Value”) held by non-affiliates equals or 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 securities during the prior three-year period. References herein to “emerging growth
company” will 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 any fiscal year for so long as either
(1) the Market Value of our ordinary shares held by non-affiliates does not equal or exceed $250 million as of the prior June 30, or
(2) our annual revenues did not equal or exceed $100 million during such completed fiscal year and the Market Value of our ordinary shares
held by non-affiliates did not equal or exceed $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.
Status
as a Public Company
We
believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we
offer a target business an alternative to the traditional initial public offering through a merger or other business combination with
us. In a business combination transaction with us, the owners of the target business may, for example, exchange their stock, shares or
other equity interests in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination
of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target
businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public
offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination
transaction process, and there are significant expenses, market and other uncertainties in the initial public offering process, including
underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with
a business combination with us.
Furthermore,
once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public
offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could
delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business combination,
we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent
with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further
benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
While
we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential
target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder
approval of any proposed initial business combination, negatively.
Financial
Position
With
funds available for a business combination in the amount of approximately $94.59 million after payment of $5,999,964 of deferred
underwriting fees and payment of an aggregate redemption amount of approximately $109.31 million as a result of the approval of the Extension Proposal (as
defined below), we offer a target business a variety of options such as creating a liquidity event for its owners, providing
capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.
Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the
foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid
to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there
can be no assurance it will be available to us.
Effecting
Our Initial Business Combination
General
We
intend to effectuate our initial business combination using cash from the proceeds of the IPO and the private placement of the private
placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase
agreements or backstop agreements we may enter into following the consummation of the IPO or otherwise), shares issued to the owners
of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. 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 securities, 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 use the balance of the cash released to us from the Trust Account following the closing for general corporate
purposes, including for maintenance or expansion of operations of the post-transaction 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 entered into the Business Combination Agreement with Seamless. While we may pursue an initial business combination target in any
industry, we intend to focus our search on companies in the financial technology sector.
Although
our management will assess the risks inherent in a particular target business with which we may combine, including Seamless, 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 seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial
business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the
amounts held in the Trust Account. In addition, we intend to target businesses with enterprise values that are greater than we could
acquire with the net proceeds of the IPO and the sale of the private placement warrants, and, as a result, if the cash portion of the
purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by public shareholders,
we may be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable
securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination.
In the case of an initial business combination funded with assets other than the Trust Account assets, our proxy materials or tender
offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we
would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity
or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including
pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the IPO. At this time, we
are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale
of securities or otherwise. Neither our Sponsor nor any of our officers, directors or shareholders is required to provide any financing
to us in connection with or after our initial business combination.
Sources
of Target Businesses
We
anticipate that target business candidates will 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 this Annual Report and know what types of businesses we are targeting.
Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates 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. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise
necessarily be available to us as a result of the track record and business relationships of our officers and directors. While we do
not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on
any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting
fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage
a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be
available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our
best interest to pursue. Payment of 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). In addition, commencing on November 22, 2021, we have been paying our Sponsor or an affiliate thereof up
to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management
team. Any such payments prior to our initial business combination will be made from funds held outside the Trust Account. Other than
the foregoing, there will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other
compensation paid by us to our Sponsor, officers or directors, or any affiliate of our Sponsor or officers prior to, or in connection
with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction
that it is).
We
are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our Sponsor,
officers or directors, or from completing the business combination through a joint venture or other form of shared ownership with our
Sponsor, officers or directors. In the event we seek to complete our initial business combination with a business combination target
that is affiliated with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from
an independent investment banking firm or another independent entity that commonly renders valuation opinions, that such an initial business
combination is fair to our company from a financial point of view. We will also provide a summary of any such opinion or report to shareholders
in connection with any vote on an initial business combination in our proxy materials or tender offer documents, as applicable, related
to our initial business combination in accordance with Section 1015(b) of Regulation S-K. We are not required to obtain such an opinion
in any other context. We will also need to obtain the approval of a majority of our disinterested independent directors.
Evaluation
of a Target Business and Structuring of Our Initial Business Combination
In
evaluating a prospective target business, as was the case with Seamless, we expect to conduct a 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, as applicable, 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 select and evaluate a target business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately
completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company
will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or
in connection with our initial business combination.
Lack
of Business Diversification
For
an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely
on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with
multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate
the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of
diversification may:
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subject
us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the
particular industry in which we operate after our initial business combination; and |
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cause
us to depend on the marketing and sale of a single product or limited number of products or services. |
Limited
Ability to Evaluate the Target’s Management Team
Although
we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial
business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition,
the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future
role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination
as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial
business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following
our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial
business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge
relating to the operations of the particular target business.
We
cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The
determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business
combination.
Following
a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We
cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills,
knowledge or experience necessary to enhance the incumbent management.
Redemption
Rights for Public Shareholders upon Completion of Our Initial Business Combination
We
will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion
of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on
the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding public
shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account is currently anticipated to
be $10.49 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced
by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial
holder must identify itself in order to validly redeem its shares. Our Sponsor, certain advisor transferees, officers and directors and
EF Hutton as a holder of representative shares have entered into a letter agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of
our initial business combination.
Limitations
on Redemptions
Our
Charter provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than
$5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to
be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash
to satisfy other conditions. 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 initial
business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem
any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise
funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial
business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation
of the IPO, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
Competition
In
identifying, evaluating and selecting a target business for our initial business combination, we have in the past and, if the proposed
business combination with Seamless is not completed, may in the future encounter competition from other entities having a business objective
similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies
and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying
and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial,
technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial
resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation
to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us
for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may
not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully
negotiating an initial business combination.
Employees
We
currently have two officers: Alexander Edgarov, Chief Executive Officer, and Sheldon Brickman, Chief Financial Officer. 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.
Our
Website
Our
corporate website address is www.infintspac.com. The information contained on, or accessible through our corporate website or any other
website that we may maintain is not incorporated by reference into this Annual Report.
Periodic
Reporting and Financial Information
We
have registered our units, Class A ordinary shares and warrants under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and have reporting obligations, including the
requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act,
our annual reports will contain financial statements audited and reported on by our independent registered public accountants.
We
will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials
or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements
will need to be prepared in accordance with, or reconciled to, accounting principles generally accepted in the United States of America (“GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and the historical financial
statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”). These financial statement requirements may limit
the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide
such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination
within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination
candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business
will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements
cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination
candidates, we do not believe that this limitation will be material.
We
are required to evaluate our internal control procedures over financial reporting for the fiscal year ended December 31, 2022 as required
by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify
as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance
with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls
of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business
combination.
We
have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our units, Class A ordinary shares and public warrants
under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We
have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent
to the consummation of our initial business combination.
We
are a Cayman Islands exempted company having its principal place of business based in the United States. 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 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.
RISKS
FACTORS SUMMARY
An
investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described
in the section entitled “Item IA. Risk Factors,” alone or in combination with other events or circumstances, may
materially adversely affect our business, financial condition and operating results. In that event, the trading price of our
securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to, the
following:
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We
are a recently incorporated company with no operating history and no revenues, and our shareholders have no basis on which to evaluate
our ability to achieve our business objective. |
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Past
performance by our management team or their respective affiliates may not be indicative of future performance of an investment in
us. |
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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. Their only opportunity
to effect the investment decision regarding a potential business combination may be limited to the exercise of their right to redeem
their shares from us for cash. |
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If
we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial
business combination, regardless of how our public shareholders vote. |
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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. |
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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. |
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The
requirement that we consummate an initial business combination prior to August 23, 2023 (or such earlier date as determined by our
Board) 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. |
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Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. |
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If
we seek shareholder approval of our initial business combination, our initial shareholders, 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. |
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The
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. |
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Recent
increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an
initial business combination.
If
the Company is deemed a “foreign person” under the regulations relating to CFIUS, its failure to obtain any required
approvals within the requisite time period may require us to liquidate. |
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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 have not consummated our initial business combination within the required time
period, our public shareholders may receive only approximately $10.49 per public share, or less in certain circumstances, on the
liquidation of our Trust Account and our warrants will expire worthless. |
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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 August 23, 2023 (or such earlier date as determined by our Board), it could limit the amount available
to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will
depend on loans from our Sponsor, its affiliates or members of our management team to fund our search and to complete our initial
business combination. |
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Holders
of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our initial business combination. |
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After
our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our
revenue may be derived from our operations in any such country. Accordingly, our results of operations and prospects will be subject,
to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in
the country in which we operate. |
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Provisions
in our Charter may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our
Class A ordinary shares and could entrench management.
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If
we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome
compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate
an initial business combination and liquidate.
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If
we instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash
in order to seek to mitigate the risk that we could be deemed to be an investment company for purposes of the Investment Company Act,
we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company. |
ITEM
1A. RISK FACTORS
This
Annual Report contains forward-looking information based on our current expectations. You should carefully consider the risks and uncertainties
described below together with all of the other information contained in this Annual Report, including our consolidated financial statements
and the related notes appearing at the end of this Annual Report, before deciding whether to invest in our units. If any of the following
events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading
price of our securities could decline, and you could lose all or part of your investment. For risk factors related to Seamless and the
Business Combination, please review the Registration Statement on Form S-4 filed by the Company, including the preliminary proxy statement/prospectus
of the Company included therein, as previously amended and as further amended after the date hereof, and the definitive proxy statement/prospectus
to be filed by the Company.
Risks
Related to Our Business and Financial Position
We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
Although
we have no commitments as of the date of this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding
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:
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default
and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt
obligations; |
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acceleration
of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants
that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
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our
immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
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our
inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such
financing while the debt security is outstanding; |
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our
inability to pay dividends on our Class A ordinary shares; |
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using
a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends
on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
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limitations
on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
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increased
vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
and |
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limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution
of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
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 at least until August 23, 2023 (or such earlier date as determined by our Board), it could limit the amount available to
fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our
Sponsor or management team to fund our search and to complete our initial business combination.
Of
the net proceeds of the IPO and the sale of the private placement warrants, only $1,600,000 was available to us initially outside the
Trust Account to fund our working capital requirements. We believe that, upon closing of the IPO and the private placement, the funds
available to us outside of the Trust Account will be sufficient to allow us to operate at least until August 23, 2023 (or such earlier
date as determined by our Board); however, our estimate might not be accurate. Of the funds available to us, we could use a portion of
the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion
of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed
to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable
to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention
to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target
business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient
funds to continue searching for, or conduct due diligence with respect to, a target business.
If
we are required to seek additional capital, we would need to borrow funds from our Sponsor, management team or other third parties to
operate or may be forced to liquidate. Neither our Sponsor, members of our management team nor any of their affiliates is under any obligation
to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from
funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private
placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants
would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to
seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan
such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. If we are unable to complete
our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate
the Trust Account. Consequently, our public shareholders may only receive an estimated $10.49 per share, or possibly less, on our redemption
of our public shares, and our warrants will expire worthless.
We
may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular business combination.
We
intend to select target businesses, such as Seamless, with enterprise values that are greater than we could acquire with the net proceeds
of the IPO and the sale of the private placement warrants. As a result, if the cash portion of the purchase price exceeds the amount
available from the Trust Account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek
additional financing to complete such proposed initial business combination. Such financing might not be available on acceptable terms,
if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination,
we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target
business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business
combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses,
the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase
of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive their pro
rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire
worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such
financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse
effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to
provide any financing to us in connection with or after our initial business combination.
We
are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by
geopolitical instability due to the ongoing military conflict between Russia and Ukraine. Our search for a business combination, and
any target business with which we ultimately consummate a business combination, may be materially adversely affected by any negative
impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.
U.S.
and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the
military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported.
Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market
disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.
We are continuing to monitor the situation in Ukraine and globally and assessing its potential impact on our business. Additionally,
Russia’s prior annexation of Crimea, recent recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine
and subsequent military interventions in Ukraine have led to sanctions and other penalties being levied by the United States, European
Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the
so-called Luhansk People’s Republic, including agreement to remove certain Russian financial institutions from the Society for
Worldwide Interbank Financial Telecommunication payment system, expansive ban on imports and exports of products
to and from Russia and ban on exportation of U.S. denominated banknotes to Russia or persons locates there. Additional potential sanctions
and penalties have also been proposed and/or threatened. Russian military actions and the resulting sanctions could adversely affect
the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more
difficult for us to obtain additional funds. Any of the abovementioned factors could affect our ability to search for a target and consummate
a business combination. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to
predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this Annual Report.
Risks
Related to Our Proposed Initial Business Combination
Our
public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote,
holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though
a majority of our public shareholders do not support such a business combination. Your only opportunity to effect your investment decision
regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
We
may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder
approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder
approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us,
solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the
transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our founder
shares will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if holders of
a majority of our ordinary shares do not approve of the business combination we complete.
At
the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial
business combination. Since our Board may complete a business combination without seeking shareholder approval, public shareholders may
not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity
to effect your investment decision regarding our initial business combination may be limited to exercising your redemption rights within
the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders
in which we describe our initial business combination.
If
we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in
favor of such initial business combination, regardless of how our public shareholders vote.
Our
initial shareholders owned 22.58% of our issued and outstanding ordinary shares immediately following the completion of the IPO. Our
initial shareholders and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination.
Our Charter provides that, if we seek shareholder approval of an initial business combination, such initial business combination will
be approved if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority
of the shareholders who attend and vote at a general meeting of the company, including the founder shares. As a result, in addition to
our initial shareholders’ founder shares, we would need 1,825,673, or 19.05%, of the 9,584,428 public shares sold in the
IPO to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all
outstanding shares are voted). Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our
initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that we will
obtain the approval of an ordinary resolution, being the requisite shareholder approval for such initial business combination.
The
ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business
combination targets, which may make it difficult for us to enter into a business combination with a target.
We
may seek to enter into a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be
paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to
satisfy other conditions. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing
condition and, as a result, would not be able to proceed with the business combination. The amount of the deferred underwriting commissions
payable to the underwriter will not be adjusted for any shares that are redeemed in connection with a business combination and such amount
of deferred underwriting discount is not available for us to use as consideration in an initial business combination. Furthermore, in
no event will we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting
commissions, to be less than $5,000,001 upon completion of our initial business combination, or any greater net tangible asset or cash
requirement that may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly
submitted redemption requests would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less
than $5,000,001 upon completion of our initial business combination or less than such greater amount necessary to satisfy a closing condition
as described above, we would not proceed with such redemption of our public shares and the related business combination, and we 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. If we are able to consummate an initial business combination, the per-share value of shares
held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions.
The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete
the most desirable business combination or optimize our capital structure.
At
the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption
rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the
purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for
redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence
of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision
of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion
of the Class B ordinary shares at the time of our initial business combination. In addition, the amount of the deferred underwriting
commissions payable to the underwriter will not be adjusted for any shares that are redeemed in connection with an initial business combination.
The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred
underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire
deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable business combination
available to us or optimize our capital structure.
The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability
that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If
our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful
is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until
we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market;
however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation,
you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption
rights until we liquidate or you are able to sell your shares in the open market.
The
requirement that we complete our initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board),
may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to
conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine
our ability to complete our initial business combination on terms that would produce value for our shareholders.
Any
potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete
our initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board). Consequently, such target
business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination
with that particular target business, we may be unable to complete our initial business combination with any target business. This risk
will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may
enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.
Our
search for a business combination, and any partner business with which we ultimately complete a business combination, may be materially
adversely affected by the recent coronavirus (COVID-19) pandemic, other events and the status of debt and equity markets.
The
COVID-19 pandemic has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak
of other infectious diseases) could adversely affect, the economies and financial markets worldwide, and the business of any
potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore,
we may be unable to complete a business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability
to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to
negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business
combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which
may emerge concerning the severity of COVID-19 (including variant mutations of the virus) and the actions to contain COVID-19 or
treat its impact, among others. If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters
or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate a
business combination, such as the proposed Business Combination with Seamless, 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 upon its ability to raise equity and debt financing which may be
impacted by COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious
diseases), including as a result of increased market volatility, decreased market liquidity in third-party financing being
unavailable on terms acceptable to us or at all.
If
we are unable to consummate our initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board),
our public shareholders may be forced to wait beyond August 23, 2023 (or such earlier date as determined by our Board) before redemption
from our Trust Account.
If
we are unable to consummate our initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board),
the funds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable
and up to $100,000 of interest income 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 Charter
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 August 23, 2023 (or such earlier
date as determined by our Board) before the redemption proceeds of our Trust Account become available to them, and they receive the return
of their pro rata portion of the funds from our Trust Account. We have no obligation to return funds to investors prior to the date of
our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors
have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled
to distributions if we are unable to complete our initial business combination.
We
may not be able to complete our initial business combination within the prescribed timeframe, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate.
We
may not be able to find a suitable target business and complete our initial business combination prior to August 23, 2023 (or such earlier
date as determined by our Board). 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 continues
to persist both in the United States and globally and, while the extent of the impact of the pandemic on us will depend on future developments,
it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased
market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the COVID-19 pandemic
may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such 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 (less taxes payable and up to $100,000 of interest
income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate
and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors
and in all cases subject to the other requirements of applicable law.
We
may attempt to complete our initial business combination with a private company about which little information is available, which may
result in a business combination with a company that is not as profitable as we suspected, if at all.
In
pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company.
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
of our limited resources and the significant competition for business combination opportunities, it may be difficult for us to complete
our initial business combination. If we are unable to complete our initial business combination, including the proposed Business Combination
with Seamless, our public shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for
distribution to public shareholders, and our warrants will expire worthless.
We
expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may
be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for
the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience
in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.
Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than
we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe
there are numerous target businesses we could potentially acquire with the net proceeds of the 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, including the proposed Business Combination with Seamless. If we are
unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in
the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.
Subsequent
to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment
or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our
securities, which could cause you to lose some or all of your investment.
Even
if we conduct due diligence on a target business with which we combine, this diligence might not identify all material issues that may
be present within a particular target business, that it would be possible to uncover all material issues through a customary amount of
due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors,
we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could
result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously
known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash
items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative
market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants
to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing
to partially finance the initial business combination or thereafter. Accordingly, any shareholders or warrant holders who choose to remain
shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such shareholders
or warrant 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.
Because
we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with
which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s
operations.
Although
expected to focus on financial technologies companies, our efforts to identify a prospective initial business combination target will
not be limited to a particular industry, sector or geographic region, provided, however, that we have no intention of ever conducting
our principal operations in, or acquiring any business that is based in, or which does business in, China or Hong Kong or which uses,
or may use, a variable interest entity structure to conduct China-based operations. While we may pursue an initial business combination
opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire a business
or businesses that can benefit from our management team’s established global relationships and operating experience. Our management
team has extensive experience in identifying and executing strategic financial technology investments globally. Our Charter prohibits
us from effectuating a business combination 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.
We
will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented
to us and we determine that such candidate offers an attractive business combination opportunity for our company. In the event we elect
to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may not be
directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding the areas of our management’s
expertise would not be relevant to an understanding of the business that we elect to acquire. Although our officers and directors will
endeavor to evaluate the risks inherent in a particular target business, we might not properly ascertain or assess all of the significant
risk factors or 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 might 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 shareholders who choose to remain
shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely
to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our
officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim
under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained
an actionable material misstatement or material omission.
Although
we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, if we are
unable to complete the proposed Business Combination with Seamless, we may enter into our initial business combination with a target
that does not meet such criteria and guidelines, and, as a result, the target business with which we enter into our initial business
combination may not have attributes entirely consistent with our general criteria and guidelines.
Although
we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business
with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial
business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a
combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business
combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their
redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a
minimum net worth or a certain amount of cash.
In
addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or
other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business
does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders
may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders,
and our warrants will expire worthless.
We
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.
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 depend upon:
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the
performance of a single business, property or asset; or |
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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.
If
we are unable to complete the Business Combination with Seamless, 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 are unable to complete the Business Combination with Seamless and determine to simultaneously acquire several businesses that are
owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous
closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial
business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs
with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks
associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating
business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
We
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
Charter provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than
$5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to
be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash
to satisfy other conditions. As a result, we may be able to complete our initial business combination even though a substantial majority
of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our
initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender
offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or
any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that
are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business
combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares,
all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate
business combination.
We
are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders
valuation opinions and consequently, our shareholders may have no assurance from an independent source that the price we are paying for
the business is fair to our shareholders from a financial point of view.
Unless
we complete our initial business combination with an affiliated entity or our Board cannot independently determine the fair market value
of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the price we
are paying is fair to our shareholders from a financial point of view, as is the case with our proposed Business Combination with Seamless.
If no opinion is obtained, our shareholders will be relying on the judgment of our Board, who will determine fair market value based
on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer
documents, as applicable, related to our initial business combination.
Resources
could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts
to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders
may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders,
and our warrants will expire worthless.
We
anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,
attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that
point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target
business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any
such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate
and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may
only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and
our warrants will expire worthless.
If
we are unable to complete the Business Combination with Seamless, we may seek acquisition opportunities with an early stage company,
a financially unstable business or an entity lacking an established record of revenue or earnings.
To
the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking
an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which
we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile
revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors
will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all
of the significant risk factors and we may not 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.
Affiliates
of our Sponsor have similar or overlapping investment objectives and guidelines, and we may not be presented investment opportunities
that may otherwise be suitable for us.
Affiliates
of our Sponsor currently invest and plan to continue to invest in, incubate, and grow successful businesses in sectors across the financial
services technology industry. There may be overlap of investment opportunities with affiliates of our Sponsor that are actively investing
and similar overlap with future affiliates of our Sponsor. This overlap could create conflicts of interest. In particular, investment
opportunities that may otherwise be suitable for us may not be presented to us by our Sponsor. This overlap could also create conflicts
in determining to which entity a particular investment 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.
Certain
members of our management team may be involved in and have a greater financial interest in the performance of other Sponsor entities,
and such activities may create conflicts of interest in making decisions on our behalf.
Certain
members of our management team may be subject to a variety of conflicts of interest relating to their responsibilities to our Sponsor
and its other affiliates. Such individuals may serve as members of management or a board of directors (or in similar such capacity) to
various other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities.
Such positions may create a conflict between the advice and investment opportunities provided to such entities and the responsibilities
owed to us. The other entities in which such individuals may become involved may have investment objectives that overlap with ours. Furthermore,
certain principals and employees may have a greater financial interest in the performance of such other Sponsor affiliated entities than
our performance. Such involvement may create conflicts of interest in sourcing investment opportunities on our behalf and on behalf of
such other entities.
We
may not have sufficient funds to satisfy indemnification claims of our directors and officers.
We
have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have
agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against
the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i)
we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination. Our obligation to indemnify
our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their
fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and
directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors
pursuant to these indemnification provisions.
We
may face risks related to financial technology businesses.
Business
combinations with financial technology businesses may involve special considerations and risks. If we complete our initial business combination
with a financial technology business, we will be subject to the following risks, any of which could be detrimental to us and the business
we acquire:
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if
the company or business we acquire provides products or services which relate to the facilitation of financial transactions, such
as funds or securities settlement system, and such product or service fails or is compromised, we may be subject to claims from both
the firms to whom we provide our products and services and the clients they serve; |
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if
we are unable to keep pace with evolving technology and changes in the financial services industry, our revenues and future prospects
may decline; |
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our
ability to provide financial technology products and services to customers may be reduced or eliminated by regulatory changes; |
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any
business or company we acquire could be vulnerable to cyberattack or theft of individual identities or personal data; |
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difficulties
with any products or services we provide could damage our reputation and business; |
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a
failure to comply with privacy regulations could adversely affect relations with customers and have a negative impact on business;
and |
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we
may not be able to protect our intellectual property and we may be subject to infringement claims. |
Any
of the foregoing could have an adverse impact on our operations following a business combination. However, our efforts in identifying
prospective target businesses will not be limited to financial technology businesses. Accordingly, if we acquire a target business in
another industry, these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in
which we operate or target business which we acquire, none of which can be presently ascertained.
Risks
Related to Our Operations
Our
management may not be able to maintain control of a target business after our initial business combination. New management might not
possess the skills, qualifications or abilities necessary to profitably operate such business.
If
we are unable to complete the Business Combination with Seamless, we may structure our initial business combination so that the post-transaction
company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but
we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register
as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even
if the post- transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination
may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and
us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary
shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire
a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders
immediately prior to such transaction could own less than a majority of our issued and outstanding Class A ordinary shares subsequent
to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or
group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that
our management will not be able to maintain control of the target business.
We
are dependent upon our officers and directors and their loss could adversely affect our ability to operate.
Our
operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that
our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination.
In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will
have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations
and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our
directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect
on us.
Our
ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of
our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact
the operations and profitability of our post-combination business.
Our
ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key
personnel in the target business, however, cannot presently be ascertained.
Although
some of our key personnel may remain with the target business in senior management or advisory positions following our initial business
combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely
scrutinize any individuals we engage after our initial business combination, our assessment of these individuals might not prove to be
correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us
to have to expend time and resources helping them become familiar with such requirements.
Our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination,
and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may
provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts
of interest in determining whether a particular business combination is the most advantageous.
Our
key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to
negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously
with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments
and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could
make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such
individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman
Islands law.
We
may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business
combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
When
evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the
target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications
or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary
to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly,
any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their
shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the
reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able
to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating
to the business combination contained an actionable material misstatement or material omission.
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
officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to
how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial
business combination.
Our
officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest
in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend
to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in other
business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific
number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our
officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess
of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our
ability to complete our initial business combination.
Our
officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other
entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be
presented.
Following
the completion of the 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. Accordingly, they may have conflicts of interest in determining to which entity
a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business
may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law. Our Charter,
to the fullest extent permitted by applicable law, shall contain provisions which state that: (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.
In
addition, our Sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours
or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such
companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However,
we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.
Our
officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our
interests.
We
have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect
pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or
have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our Sponsor, our directors
or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for
their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between
their interests and ours.
The
personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target
business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and
selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of
a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a
breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals
for infringing on our shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them
for such reason.
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 funds in the Trust Account are reduced below the lesser of (i) $10.49 per share and (ii) the actual amount per public
share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.49 per share due to reductions
in the value of the trust assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy 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, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable
or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce
these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public shareholders may
be reduced below $10.49 per share.
We
may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated
with our Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.
In
light of the involvement of our Sponsor, officers and directors with other entities, we may decide to acquire one or more businesses
affiliated with our Sponsor, officers, directors or existing holders. Our directors also serve as officers and board members for other
entities. Such entities may compete with us for business combination opportunities. Our Sponsor, officers and directors are not currently
aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated,
and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not
be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined
that such affiliated entity met our criteria for a business 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 another independent
entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination
with one or more domestic or international businesses affiliated with our Sponsor, officers, directors or existing holders, potential
conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public
shareholders as they would be absent any conflicts of interest.
Since
our Sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed (other
than with respect to public shares they may acquire during or after the IPO), a conflict of interest may arise in determining whether
a particular business combination target is appropriate for our initial business combination.
Our
Sponsor paid $25,100, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 5,833,083 founder shares.
The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder
shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of the IPO would
be a maximum of 19,999,880 units if the underwriter’s over-allotment option is exercised in full, and therefore that such founder
shares would represent 22.58% of the outstanding shares after the IPO. The founder shares will be worthless if we do not complete an
initial business combination. In addition, our Sponsor has purchased an aggregate of 7,796,842 private placement warrants for an aggregate
purchase price of $7,796,842, or $1.00 per warrant. The private placement warrants will also be worthless if we do not complete our initial
business combination. The personal and financial interests of our officers and directors may influence their motivation in identifying
and selecting a target business combination, completing an initial business combination and influencing the operation of the business
following the initial business combination. This risk may become more acute as the 21-month anniversary of the closing of the IPO nears,
which is the deadline for our completion of an initial business combination.
Our
initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder
vote, potentially in a manner that you do not support.
Upon
closing of the IPO, our initial shareholders own 22.58% 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 Charter. If our initial shareholders purchase any units in the IPO or if our initial shareholders purchase any additional Class
A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our initial
shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, 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, whose members were appointed by our Sponsor, is
and will be divided into three classes, each of which will generally serve for a terms for three years with only one class of directors
being appointed 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, only a minority of Board will
be considered for appointment and our initial shareholders, because of their ownership position, will have considerable influence regarding
the outcome. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial business combination without
the prior consent of our Sponsor. Accordingly, our initial shareholders will continue to exert control at least until the completion
of our initial business combination.
Unlike
some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary
shares if we issue certain shares to consummate an initial business combination.
The
founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of
our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares
or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary
shares issuable upon conversion of all founder shares will equal, in the aggregate, 37.83% of the total number of Class A ordinary
shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders),
including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-
linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial
business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary
shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our Sponsor,
officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a
less than one-for-one basis.
If
we seek shareholder approval of our initial business combination, our Sponsor, initial shareholders, directors, officers, advisors and
their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business
combination and reduce the public “float” of our Class A ordinary shares.
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors or their affiliates may purchase shares or
public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial
business combination, although they are under no obligation to do so. There is no limit on the number of shares our initial shareholders,
directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NYSE
rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms
or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or public warrants in
such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of
our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
In
the event that our Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from
public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke
their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the
business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy
a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing
of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases
of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to
the 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. Any such purchases will be reported
pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See
“Item I. Business — Effecting Our Initial Business Combination” for a description of how our Sponsor,
directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction.
In
addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants and the number
of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or
trading of our securities on a national securities exchange.
Risks
Related to Our Corporate Governance and Shareholder Rights
Prior
to the closing of our initial business combination, holders of our founder shares are the only shareholders of the Company which will
have the right to vote on the election of directors. Therefore, upon the listing of our shares on the NYSE, the NYSE may consider us
to be a “controlled company” within the meaning of the NYSE rules and, as a result, we may qualify for exemptions from certain
corporate governance requirements.
Prior
to the closing of our initial business combination, holders of our founder shares are the only shareholders of the Company which will
have the right to vote on the election of directions. As a result, the NYSE may consider us to be a ‘controlled company’
within the meaning of the NYSE corporate governance standards. Under the NYSE corporate governance standards, a company of which more
than 50% of the voting power is held by an individual, group or another company is a ‘controlled company’ and may elect not
to comply with certain corporate governance requirements, including the requirements that:
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have a board that includes a majority of ‘independent directors,’ as defined under the rules of the NYSE; |
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have a compensation committee of our Board that is comprised entirely of independent directors with a written charter addressing
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have a nominating and corporate governance committee of our Board that is comprised entirely of independent directors with a written
charter addressing the committee’s purpose and responsibilities. |
We
do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the NYSE, subject to applicable
phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections
afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.
We
may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity
for our shareholders to appoint directors.
In
accordance with NYSE corporate governance requirements, we are not required to hold an annual general meeting until no later than one
year after our first fiscal year end following our listing on NYSE. There is no requirement under the Companies 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 management. Our Board 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 general meeting)
serving a three-year term. In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to
vote on the appointment of directors until after the consummation of our initial business combination.
In
order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various
provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not
seek to amend our Charter or governing instruments in a manner that will make it easier for us to complete our initial business combination
that our shareholders may not support.
In
order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions
of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have
amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business
combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or
other securities. Amending our Charter requires a special resolution under Cayman Islands law, which requires the affirmative vote of
a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and amending our warrant
agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms
of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the
then outstanding private placement warrants. In addition, our Charter requires us to provide our public shareholders with the opportunity
to redeem their public shares for cash if we propose an amendment to our Charter (A) to modify the substance or timing of our obligation
to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete
an initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board) or (B) with respect to any
other material provisions relating to shareholders’ rights or pre-initial business combination activity. To the extent any of such
amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would
register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our
charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial
business combination.
The
provisions of our Charter that relate to our pre-business combination activity (and corresponding provisions of the agreement governing
the release of funds from our Trust Account) may be amended with the approval of holders of not less than two-thirds of our ordinary
shares who attend and vote at a general meeting of the company (or 65% of our ordinary shares with respect to amendments to the trust
agreement governing the release of funds from our Trust Account), which is a lower amendment threshold than that of some other special
purpose acquisition companies. It may be easier for us, therefore, to amend our Charter to facilitate the completion of an initial business
combination that some of our shareholders may not support.
Our
Charter provides that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds
of the IPO and the private placement of warrants into the Trust Account and not release such amounts except in specified circumstances,
and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution, under
Cayman Islands law which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at
a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account
may be amended if approved by holders of 65% of our ordinary shares. Our initial shareholders, who collectively beneficially own 22.58%
of our ordinary shares upon the closing of the IPO, will participate in any vote to amend our Charter 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 Charter which govern
our pre-business combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability
to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our
Charter.
Our
Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our
Charter (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination prior to August 23, 2023 (or such earlier
date as determined by our Board) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial
business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares
upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided
by the number of then outstanding public shares. Our shareholders are not parties to, or third- party beneficiaries of, these agreements
and, as a result, will not have the ability to pursue remedies against our Sponsor, officers or directors for any breach of these agreements.
As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.
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.
Our
letter agreement with our Sponsor, certain advisor transferees, officers and directors and EF Hutton by virtue of its ownership of representative
shares may be amended without shareholder approval.
Our
letter agreement with our Sponsor, certain advisor transferees, officers and directors and EF Hutton by virtue of its ownership of representative
shares contain provisions relating to transfer restrictions of our founder shares and private placement warrants, indemnification of
the Trust Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account. The letter agreement
may be amended without shareholder approval (although releasing the parties from the restriction not to transfer the founder shares for
185 days following November 22, 2021 will require the prior written consent of the underwriter). 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, would be considered in making such additional purchases would include consideration of the current trading
price of our Class A ordinary shares.
The
grant of registration rights to our initial shareholders and holders of our private placement warrants may make it more difficult to
complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class
A ordinary shares.
Pursuant
to an agreement to be entered into concurrently with the issuance and sale of the securities in the IPO, our initial shareholders and
their permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, holders
of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and the
Class A ordinary shares issuable upon exercise of the private placement warrants, and holders of securities that may be issued upon conversion
of working capital loans may demand that we register such units, shares, warrants or the Class A ordinary shares issuable upon exercise
of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number
of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition,
the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because
the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration
to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our
initial shareholders, holders of our private placement warrants or holders of our working capital loans or their respective permitted
transferees are registered.
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. Although our principal place of business is based in the United
States, it may still be difficult for investors to effect service of process within the United States upon our directors or officers,
or enforce judgments obtained in the United States courts against our directors or officers.
Our
corporate affairs will be governed by our Charter, 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.
We
have been advised by Mourant Ozannes, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize
or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities
laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us
predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities
imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands
of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a
foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court
imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met.
For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and
must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable
on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public
policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands
Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
As
a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken
by management, members of the Board or controlling shareholders than they would as public shareholders of a United States company.
Provisions
in our Charter may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class
A ordinary shares and could entrench management.
Our
Charter contains provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests.
These provisions include a staggered board of directors and the ability of the Board to designate the terms of and issue new series of
preference shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve
payment of a premium over prevailing market prices for our securities.
Risks
Related to Ownership of 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 have filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this
fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors
will not be afforded the benefits or protections of those rules. Among other things, this means our units are immediately tradable and
we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if
the 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.
You
will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate
your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
Our
public shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of
an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected
to redeem, subject to the limitations and on the conditions described herein; (ii) the redemption of any public shares properly submitted
in connection with a shareholder vote to amend our Charter (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination prior to August 23, 2023 (or such earlier date as determined by our Board) or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of our public shares if
we have not completed an initial business combination prior to August 23, 2023 (or such earlier date as determined by our Board), subject
to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of
any kind in the Trust Account. Holders of warrants will not have any right to the funds held in the Trust Account. 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.
We
have listed our units on NYSE. The Class A ordinary shares and warrants have been separately listed on NYSE. Although after giving effect
to the IPO we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in NYSE listing standards, we cannot
assure you that our securities will be, or will continue to be, listed on NYSE in the future or prior to our initial business combination.
In order to continue listing our securities on NYSE prior to our initial business combination, we must maintain certain financial, distribution
and share price levels. Generally, following our IPO, we must maintain a minimum amount in shareholders’ equity
(generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection
with our initial business combination, we will be required to demonstrate compliance with NYSE’s initial listing requirements,
which are more rigorous than NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities
on NYSE. For instance, our share price would generally be required to be at least $4.00 per share and our shareholders’ equity
would generally be required to be at least $5.0 million. We cannot assure you that we will be able to meet those initial listing requirements
at that time.
If
NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange,
we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse
consequences, including:
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limited availability of market quotations for our securities; |
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reduced
liquidity for our securities; |
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a
determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A
ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading
market for our securities; |
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limited amount of news and analyst coverage; and |
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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 our securities, the federal statute does
allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the
states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers
to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities
regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of
securities of blank check companies in their states. Further, if we were no longer listed on NYSE, our securities would not qualify as
covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.
If
a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or
fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.
We
will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business
combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents,
as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender
offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination
will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For
example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or
hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer
agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer
documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the
proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we
intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our
transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In
the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as
applicable, its shares may not be redeemed.
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 Charter 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 without
our prior consent (the “Excess Shares”). However, we would not be restricting our shareholders’
ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem
the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material
loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions
with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number
of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially
at a loss.
We
may issue additional Class A ordinary shares or 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 therein. Any such issuances would dilute the interest of our shareholders and likely present other risks.
Our
Charter authorizes the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary
shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share. There are 490,415,572
and 44,166,917 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which
amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion
of the Class B ordinary shares. The Class B ordinary shares are automatically convertible into Class A ordinary shares concurrently with
or immediately following the consummation of our initial business combination, initially at a one-for-one ratio but subject to adjustment
as set forth herein and in our Charter, including in certain circumstances in which we issue Class A ordinary shares or equity-linked
securities related to our initial business combination. Immediately after the IPO, there will be 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 therein. However, our Charter provides, among other things, that prior to our initial business
combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or
(ii) vote on any initial business combination. These provisions of our Charter, like all provisions of our Charter, may be amended with
a shareholder vote. The issuance of additional ordinary or preference shares:
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significantly dilute the equity interest of investors in the IPO; |
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subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded
our Class A ordinary shares; |
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cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our
ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers
and directors; and |
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adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants. |
Our
management’s ability to require holders of our warrants to exercise such warrants on a cashless basis 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 exercise their
warrants for cash.
If
we call our public warrants for redemption after the redemption criteria described elsewhere in this Annual Report have been satisfied,
our management will have the option to require any holder that wishes to exercise his warrant (including any private placement warrants)
to do so on a “cashless basis.” If our management chooses to require holders to exercise their warrants on a cashless basis,
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 warrants for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our
company.
We
may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to our investors, thereby making their warrants
worthless.
We
have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of
$0.01 per warrant, provided that the last reported sales price of the Class A ordinary shares equals or exceeds $18.00 per share (as
adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading-day period
commencing at any time after the warrants become exercisable and ending on the third business day prior to proper notice of such redemption
provided that on the date we give notice of redemption and during the entire period thereafter until the time we redeem the warrants,
we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the
warrants and a current prospectus relating to them is available. If and when the warrants become redeemable by us, we may exercise our
redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities
laws. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time
when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise
wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for
redemption, is likely to be substantially less than the market value of your warrants.
If
we do not file and maintain a current and effective prospectus relating to the Class A ordinary shares issuable upon exercise of the
warrants, holders will only be able to exercise such warrants on a “cashless basis.”
If
we do not file and maintain a current and effective prospectus relating to the Class A ordinary shares issuable upon exercise of the
warrants at the time that holders wish to exercise such warrants, they will only be able to exercise them on a “cashless basis”
provided that an exemption from registration for the issuance of such Class A ordinary shares is available. As a result, the number of
Class A ordinary shares that holders will receive upon exercise of the warrants will be fewer than it would have been had such holder
exercised his warrant for cash. Further, if an exemption from registration is not available, holders would not be able to exercise on
a cashless basis and would only be able to exercise their warrants for cash if a current and effective prospectus relating to the Class
A ordinary shares issuable upon exercise of the warrants is available. As we are a special purpose acquisition company and are deemed
by the SEC to be a “shell company”, if there is not a current and effective prospectus relating to the Class A ordinary shares
issuable upon exercise of the warrants, our shareholders will not be able to rely on the safe harbor provisions of Rule 144 under the
Securities Act to publicly resell any Class A ordinary shares underlying warrants that are exercised on a cashless basis until one year
after the completion of the business combination. Under the terms of the warrant agreement, we have agreed to use our best efforts to
meet these conditions and to file and maintain a current and effective prospectus relating to the Class A ordinary shares issuable upon
exercise of the warrants until the expiration of the warrants. However, we cannot assure our shareholders that we will be able to do
so. If we are unable to do so, the potential “upside” of the holder’s investment in our company may be reduced or the
warrants may expire worthless.
An
investor will only be able to exercise a warrant if the issuance of Class A ordinary shares upon such exercise has been registered or
qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.
No
warrants will be exercisable and we will not be obligated to issue Class A ordinary shares unless the Class A ordinary shares issuable
upon such exercise has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the
holder of the warrants. If the Class A ordinary shares issuable upon exercise of the warrants are not qualified or exempt from qualification
in the jurisdictions in which the holders of the warrants reside, the warrants may be deprived of any value, the market for the warrants
may be limited and they may expire worthless if they cannot be sold.
We
may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the
then outstanding public warrants. As a result, the exercise price of warrants could be increased, the exercise period could be shortened
and the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
Our
warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent,
and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder (i) to cure any
ambiguity 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, or to cure, correct or supplement any defective provision, or (ii)
to add or change any other provisions with respect to matters or questions arising under the warrant agreement as the parties to the
warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the interests of the registered holders
of the warrants. The warrant agreement requires the approval by the holders of at least 50% of the then outstanding public warrants in
order to make any change that adversely affects the interests of the registered holders. 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.
Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants
is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert
the warrants into cash or stock, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise
of a warrant.
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 the
forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District
Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall
be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection
with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service
of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign
action as agent for such warrant holder.
This
choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for
disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement
inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs
associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition
and results of operations and result in a diversion of the time and resources of our management and Board.
A
provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
If:
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we
issue additional Class A ordinary shares or equity-linked securities in connection with the closing of our initial business combination
at an issue price or effective issue price of less than $9.20 per share of Class A ordinary share (the “Newly Issued Price”), |
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the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions),
and |
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the
Market Value is below $9.20 per share, |
then
the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value
or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent)
to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. This may make it more difficult for us to
consummate an initial business combination with a target business.
Our
warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial
business combination.
We
issued warrants to purchase 9,999,940 Class A ordinary shares as part of the units offered in the IPO and, simultaneously with the closing
of the IPO, we issued in a private placement an aggregate of 7,796,842 private placement warrants, at $1.00 per warrant.
In
addition, if the Sponsor makes any working capital loans, it may convert those loans into up to an additional 1,500,000 private placement
warrants, at the price of $1.00 per warrant.
To
the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional
Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such
warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class
A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business
transaction or increase the cost of acquiring the target business.
Because
each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other
special purpose acquisition companies.
Each
unit contains one-half of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the
units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest
in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the
warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase
one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon
completion of a business combination since the warrants will be exercisable in the aggregate for one-half of the number of shares compared
to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target
businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole
share.
Because
we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
initial business combination with some prospective target businesses.
The
federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and
pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer
documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in
accordance with, or be reconciled to, GAAP or IFRS. depending
on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of PCAOB. These financial statement requirements may limit the pool of
potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to
disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time
frame.
Risks
Associated with Acquiring and Operating a Business in Foreign Countries
We
may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in
taxes imposed on shareholders or warrant holders.
We
may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate
in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder
or warrant holder to recognize taxable income or otherwise subject it to adverse tax consequences in the jurisdiction in which the shareholder
or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make
any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders may be subject to withholding taxes, other
taxes or other adverse tax consequences with respect to their ownership of us after the reincorporation.
If
we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional
risks that may adversely affect us.
If
we pursue a target company with operations or opportunities outside of the United States, such as Seamless, 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, provided, however, that we have no intention of ever conducting our principal operations in, or acquiring any business
that is based in, or which does business in, China or Hong Kong or which uses, or may use, a variable interest entity structure to conduct
China-based operations.
If
we pursue a target company with operations or opportunities outside of the United States for our initial business combination, such as
Seamless, we would be subject to risks associated with cross-border business combinations, including in connection with investigating,
agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction
approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange
rates.
If
we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated
with companies operating in an international setting, including any of the following:
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costs
and difficulties inherent in managing cross-border business operations; |
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rules
and regulations regarding currency redemption; |
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complex
corporate withholding taxes on individuals; |
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laws
governing the manner in which future business combinations may be effected; |
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exchange
listing and/or delisting requirements; |
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tariffs
and trade barriers; |
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regulations
related to customs and import/export matters; |
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local
or regional economic policies and market conditions; |
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unexpected
changes in regulatory requirements; |
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challenges
in managing and staffing international operations; |
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longer
payment cycles; |
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tax
issues, such as tax law changes and variations in tax laws as compared to the United States; |
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currency
fluctuations and exchange controls; |
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rates
of inflation; |
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challenges
in collecting accounts receivable; |
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cultural
and language differences; |
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employment
regulations; |
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underdeveloped
or unpredictable legal or regulatory systems; |
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corruption; |
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protection
of intellectual property; |
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social
unrest, crime, strikes, riots and civil disturbances; |
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regime
changes and political upheaval; |
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terrorist
attacks and wars; and |
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deterioration
of political relations with the United States. |
We
may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business
combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact
our business, financial condition and results of operations.
Recent
increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial
business combination.
Recent
increases in inflation and interest rates in the United States and elsewhere may lead to increased price volatility for publicly traded
securities, including ours, and may lead to other national, regional and international economic disruptions, any of which could make
it more difficult for us to consummate an initial business combination.
If
the Company is deemed a “foreign person” under the regulations relating to CFIUS, its failure to obtain any required approvals
within the requisite time period may require us to liquidate.
The
Company’s Sponsor is INFINT Capital LLC, a Delaware limited liability company. Sponsor currently owns 5,733,084 class B ordinary
shares of the Company. Alexander Edgarov, the Company’s CEO and the sole managing member of Sponsor, is a U.S. person. Non-U.S.
persons hold a majority economic interest in Sponsor. The Company is a Cayman Islands exempted company. All of the Company’s officers
and directors, except for one director, are U.S. persons. Non-U.S. persons would hold the majority of the Company’s board seats
after the consummation of the Business Combination. Seamless is a Cayman Islands exempted company that is headquartered in Singapore.
If
CFIUS considers the Company to be a “foreign person” and Seamless a U.S. business that may affect national security, the
Company could be subject to such foreign ownership restrictions and/or CFIUS review. If the Business Combination with Seamless falls
within the scope of applicable foreign ownership restrictions, the Company may be unable to consummate the Business Combination. In addition,
if the Business Combination falls within CFIUS’s jurisdiction, the Company may be required to make a mandatory filing or determine
to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention,
before or after closing the Business Combination.
Although
the Company does not believe that Seamless is a U.S. business, let alone one that may affect national security that may affect national
security, CFIUS may take a different view and decide to block or delay the Business Combination, impose conditions to mitigate national
security concerns with respect to the Business Combination, order the Company to divest all or a portion of a U.S. business of the combined
company if the Company had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory
notification requirement applied. Additionally, the laws and regulations of other U.S. government entities may impose review or approval
procedures on account of any foreign ownership by Sponsor. If the Company were to seek an initial Business Combination other than the
Business Combination, the pool of potential targets with which the Company could complete an initial Business Combination may be limited
as a result of any such regulatory restriction. Moreover, the process of any government review, whether by CFIUS or otherwise, could
be lengthy. Because the Company has only a limited time to complete the Business Combination, its failure to obtain any required approvals
within the requisite time period may require us to liquidate. If the Company liquidates, its public shareholders would be entitled to
redemption of 100% of the public shares, at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate
amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its income taxes (less
up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then-issued and outstanding public shares, which
redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating
distributions, if any). Moreover, the public shareholders would lose the investment opportunity in a target company, any price appreciation
in the combined companies, and the warrants would expire worthless.
If
our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time
and resources becoming familiar with such laws, which could lead to various regulatory issues.
Following
our initial business combination, our management may resign from their positions as officers or directors of the company and the management
of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar
with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time
and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues
which may adversely affect our operations.
After
our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue
will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant
extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.
The
economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect
our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be
sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected,
there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially
and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and
if we effect our initial business combination, the ability of that target business to become profitable.
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, such as Seamless, 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.
Changes
in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and
complete an initial business combination.
Recently,
the market for directors and officers liability insurance for special purpose acquisition companies has changed. The premiums charged
for such policies have generally increased and the terms of such policies have generally become less favorable. These trends might not
continue.
The
increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive
for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage
as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable
terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the
post-business combination’s ability to attract and retain qualified officers and directors.
In
addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential
liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order
to protect our directors and officers, the post-business combination entity will likely need to purchase additional insurance with respect
to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business
combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable
to our investors.
General
Risk Factors
We
are a blank check company with limited operating history and no revenues, and you have no basis on which to evaluate our ability to achieve
our business objective.
We
are a blank check company incorporated under the laws of the Cayman Islands with limited operating results. Because we lack an operating
history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination.
We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable
to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating
revenues.
Past
performance by our management team, our Sponsor and their respective affiliates, including investments and transactions in which they
have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in
the Company.
Information
regarding our management team, our Sponsor and their respective affiliates, including investments and transactions in which they have
participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and
performance by our management team, our Sponsor and their respective affiliates and the businesses with which they have been associated,
is not a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will
be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate.
You should not rely on the historical experiences of our management team, our Sponsor and their respective affiliates, including investments
and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance
of an investment in us or as indicative of every prior investment by each of the members of our management team, our Sponsor or their
respective affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control,
and our shareholders may experience losses on their investment in our securities.
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.
On
March 30, 2022, the SEC issued proposed rules that would, among other items, impose additional disclosure requirements in business combination
transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination
transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, as well as
when projections are disclosed in connection with proposed business combination transactions; increase the potential liability of certain
participants in proposed business combination transactions; and impact the extent to which SPACs could become subject to regulation under
the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely
affect our business, including our ability to negotiate and complete our initial business combination and may increase the costs and
time related thereto.
We
are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased
both our costs and the risk of non-compliance.
We
are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which
are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving
regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely
to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating
activities to compliance activities.
Moreover,
because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time
as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs
necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations
and any subsequent changes, we may be subject to penalty and our business may be harmed.
We
are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of
certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make
our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We
are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of
Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they
may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status
earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before
that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether
investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less
attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would
be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such
extended transition period which means that when a standard is issued or revised and it has different application dates for public or
private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new
or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth
company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of
the potential differences in accounting standards used.
Additionally,
we are a “smaller reporting company” as defined in Rule 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 any fiscal year for so long as either (1) the market value of our ordinary
shares held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million
during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not exceed $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.
Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial
financial and management resources, and increase the time and costs of completing an initial business combination.
Section
404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Annual
Report 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. Further, for as long as
we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm
attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes
compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies
because a target business with which we seek to complete our initial business combination may not be in compliance with the
provisions of the Sarbanes- Oxley Act regarding adequacy of its internal controls. The development of the internal control of any
such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such
business combination.
We
may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences
to U.S. investors.
If
we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of our Class A ordinary
shares or warrants, the U.S. holder may be subject to adverse United States federal income tax consequences and may be subject to additional
reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up
exception. Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there
cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our
status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, moreover,
will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year (of which there
can be no assurance), we will endeavor to provide to a U.S. holder such information as the Internal Revenue Service may require, including a PFIC annual information statement, in order to enable the U.S. holder to make and maintain a “qualified
electing fund” election, but there can be no assurance that we will timely provide such required information, and such election
would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding the
possible application of the PFIC rules.
If
we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance
requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate an initial business
combination and liquidate.
On
March 30, 2022, the SEC issued proposed rules relating to certain activities of SPACs (the “SPAC Rule Proposals”), relating
to, among other things, circumstances in which SPACs could potentially be subject to the Investment Company Act and the regulations thereunder.
The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under
Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to
announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company
to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination
no later than 18 months after the effective date of its registration statement for its IPO (the “IPO Registration Statement”).
The company would then be required to complete its initial business combination no later than 24 months after the effective date of the
IPO Registration Statement.
There
is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC. It is possible that a claim could be made
that we have been operating as an unregistered investment company. This risk may be increased if we continue to hold the funds in the
Trust Account in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, rather
than instructing the trustee to liquidate the securities in the Trust Account and hold the funds in the Trust Account in cash.
If
we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition,
we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation
as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance
with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we
have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company,
we would expect to abandon our efforts to complete an initial business combination and instead to liquidate. If we are required to liquidate,
our stockholders would not be able to realize the benefits of owning stock in a successor operating business, including the potential
appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.
If
we instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash
in order to seek to mitigate the risk that we could be deemed to be an investment company for purposes of the Investment Company Act,
we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company.
The
funds in the Trust Account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or
less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7
under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including
under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company
Act, we may, at any time, instruct the trustee with respect to the Trust Account to liquidate the U.S. government treasury obligations
or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation
of an initial business combination or liquidation of the Company. Following such liquidation of the securities held in the Trust Account,
we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the
funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result,
any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would
reduce the dollar amount the Public shareholders would receive upon any redemption or liquidation of the Company. As of the date of this
Annual Report, we have not yet made any such determination to liquidate the securities held in the Trust Account.
The
longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested
exclusively in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may
be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount the Public shareholders would receive upon any redemption or liquidation of the Company. As of the date of Annual Report, we are
currently holding the funds in our Trust Account in money market funds.
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.
If
third parties bring claims against us, the funds held in the Trust Account could be reduced and the per-share redemption amount received
by shareholders may be less than $10.49 per share.
Our
placing of funds in the Trust Account may not protect those funds from third party claims against us. Although we will seek to have all
vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders,
such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims
against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar
claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim
against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims
to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us
and will only enter into an agreement with such third party if management believes that such third party’s engagement would be
in the best interests of the company under the circumstances. Marcum LLP, our independent registered public accounting firm, and the
underwriter of the IPO will not execute agreements with us waiving such claims to the monies held in the Trust Account.
Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,
there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption
of our public shares, if we have not completed our initial business combination within the prescribed timeframe, or upon the exercise
of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors
that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount
received by public shareholders could be less than the $10.49 per public share initially held in the Trust Account, due to claims of
such creditors. Pursuant to the letter agreement, our Sponsor has agreed that it will be liable to us if and to the extent any claims
by a third party (other than Marcum LLP, our independent registered public accounting firm) for services rendered or products sold to
us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement
or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.49 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 $10.49 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not
apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in
the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter
of the IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve
for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity
obligations and we believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our
Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account,
the funds available for our initial business combination and redemptions could be reduced to less than $10.49 per public share. In
such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection
with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including,
without limitation, claims by vendors and prospective target businesses.
The
securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value
of the assets held in Trust Account such that the per-share redemption amount received by public shareholders may be less than $10.49
per share.
The
proceeds held in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less
or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct
U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of
interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest
rates below zero in recent years, and the Open Market Committee of the Federal Reserve Board has not ruled out the possibility that
it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business
combination or make certain amendments to our Charter, our public shareholders are entitled to receive their pro-rata share of the
proceeds held in the Trust Account, plus any interest income earned thereon (less taxes payable and up to $100,000 of interest
income to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the
per-share redemption amount received by public shareholders may be less than $10.49 per share.
If,
after we distribute the funds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such
proceeds, and the members of our Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the
members of our Board and us to claims of punitive damages.
If,
after we distribute the funds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed
under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent
conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.
In addition, our Board 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 funds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority
over the claims of our shareholders and the per- share amount that would otherwise be received by our shareholders in connection with
our liquidation may be reduced.
If,
before distributing the funds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, the funds held in the Trust Account could be subject to
applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with
priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that
would otherwise be received by our shareholders in connection with our liquidation may be reduced.
Our
shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their shares.
If
we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment
if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall
due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders.
Furthermore, our directors may be viewed as having breached their fiduciary duties under Cayman Islands law to us or our creditors and/or
may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the Trust Account
prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and
our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account
while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable
to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.