ITEM 1A. RISK FACTORS
An investment in our securities involves a high
degree of risk. The occurrence of one or more of the events or circumstances described in this section, 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:
Summary of Risk Factors
|
● |
The ongoing military conflict in Ukraine may have a material adverse
effect on our search for and ability to complete a combination as well as on our financial condition and results of operations, including
by making it more difficult for us to identify a suitable target for a business combination. |
| ● | We
are a blank check development stage company with no operating history and no revenues, and you have no basis on which to evaluate our
ability to achieve our business objective. |
| ● | Our
public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our
initial business combination even though a majority of our public shareholders do not support such a combination. |
| ● | If
we seek shareholder approval of our initial business combination, our sponsor, directors and officers have agreed to vote in favor of
such initial business combination, regardless of how our public shareholders vote. |
| ● | Your
only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your
right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination. |
| ● | Our proximity to our liquidation date expresses substantial doubt about our ability to continue as a “going concern.” |
| ● | If
we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors or any of their
affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce
the public “float” of our Class A ordinary shares. |
| ● | In
evaluating a prospective target business for our initial business combination, our management will rely on the availability of all of
the funds from the sale of the forward purchase securities to be used as part of the consideration to the sellers in the initial business
combination. If the sale of the forward purchase securities does not close, we may lack sufficient funds to consummate our initial business
combination. |
| ● | The
ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business
combination targets, which may make it difficult for us to enter into an initial business combination with a target. |
| ● | 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. |
| ● | 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. |
| ● | The
requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage
over us in negotiating an initial 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. |
| ● | Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
adversely affected by the ongoing military conflict in Ukraine and the coronavirus (COVID-19) outbreak and the status of debt and equity
markets. |
| ● | We
may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive
only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. |
| ● | The
shares beneficially owned by our sponsor, our officers and directors will not participate in liquidation distributions and, therefore,
our officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for our
initial business combination. |
| ● | Past
performance by our management team and their affiliates may not be indicative of future performance of an investment in the Company. |
| ● | 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, which could subject us to volatile revenues or earnings or difficulty in retaining key personnel. |
| ● | If
a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or
fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
| ● | You
will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your
investment, therefore, you may be forced to sell your public shares and/or warrants, potentially at a loss. |
|
● |
Nasdaq may delist our securities from trading on its exchange, including as a result of concerns regarding economic sanctions against Russia, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
| ● | You
are not entitled to protections normally afforded to investors of many other blank check companies. |
| ● | Because
of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete
our initial business combination. If we are unable to complete our initial business combination within the required time period, our
public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares,
and our warrants will expire worthless. |
| ● | If
the funds not being held in the trust account are insufficient to allow us to operate until February 22, 2023, we may be unable to complete
our initial business combination. |
| ● | 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. |
| ● | 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
the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are
insufficient, 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 for a business combination, to pay our
taxes, if any, and to complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete
our initial business combination. Our sponsor is not obligated to fund such loans. |
| ● | Our
executive officer and one of our directors are now, and our executive officers and directors may in the future become, affiliated with
entities engaged in business activities similar to those intended to be conducted by us, including other blank check companies, and,
accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity
should be presented. |
| ● | Since
our sponsor will lose its entire investment in us if our initial business combination is not completed, a conflict of interest may arise
in determining whether a particular business combination target is appropriate for our initial business combination. |
| ● | If
we effect our initial business combination with a business located outside of the United States, we would be subject to a variety of
additional risks that may negatively impact our operations. |
| ● | We
have identified material weaknesses in our internal control over financial reporting. These material weaknesses could continue to adversely
affect our ability to report our results of operations and financial condition accurately and in a timely manner. |
Risks Relating to Our Search for, Consummation of, or Inability
to Consummate, a Business Combination and Post-Business Combination Risks
The ongoing military conflict in Ukraine may have a material
adverse effect on our search for and ability to complete a combination as well as on our financial condition and results of operations.
In February 2022, a military conflict started between
Russia and Ukraine. This ongoing military conflict has provoked strong reactions from the United States, the UK, the European Union (the
“EU”) and various other countries around the world, including the imposition of broad financial and economic sanctions
against Russia.
We initially intended to focus our search for an
initial business combination on companies in the internet and technology sectors operating in Europe, including Russia, as well as businesses
established by founders with Russian origins that operate in these regions or other countries. Due to the current unstable situation,
we do not intend to search for a business combination in Russia or Belarus, and instead intend to focus on the wider area of EMEA, especially
the Middle East and Africa. In addition, target companies may be reluctant to enter into a business combination with us due to negative
public sentiment regarding Russia.
More generally, while the precise effects of the ongoing military conflict
and these sanctions on the global economies remain uncertain, they have already resulted in significant volatility in financial markets
as well as in an increase in energy and commodity prices globally. Should the conflict continue or escalate, markets may face various
economic and security consequences including, but not limited to, supply shortages of different kinds, further increases in prices of
commodities, including piped gas, oil and agricultural goods, significant disruptions in logistics infrastructure, telecommunications
services, the risk of unavailability of information technology systems and infrastructure, among others, given that Russia and Ukraine
are significant exporters of commodities. The resulting impacts on financial markets, inflation, interest rates, unemployment and other
matters could disrupt the global economy’s ongoing recovery following the COVID-19 pandemic. Other potential consequences include,
but are not limited to, growth in the number of popular uprisings in the region, increased political discontent, especially in the regions
most affected by the conflict or economic sanctions, increase in cyberterrorism activities and attacks, displacement of persons to regions
close to the areas of conflict and an increase in the number of refugees fleeing across Europe, among other unforeseen social and humanitarian
effects.
A protracted conflict between Ukraine and Russia,
any escalation of that conflict, and the financial and economic sanctions and import and/or export controls imposed on Russia by the United
States, the UK, the EU and others, and the above mentioned adverse effect on the wider global economy and market conditions could, in
turn, have a material adverse effect on our search for and ability to complete a business combination as well as on our financial condition
and results of operations.
We are a blank check development stage company with no operating
history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a blank check development stage company with
no operating results to date. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our
business objective of completing our initial business combination with one or more target businesses. We 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.
Our public shareholders may not be afforded an opportunity to
vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our
public shareholders do not support such a combination.
We may not 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 or if we decide to hold a shareholder vote for business or other legal reasons. Accordingly, we may complete our
initial business combination even if holders of a majority of our public shares do not approve of the business combination we complete.
If we seek shareholder approval of our initial business combination,
our sponsor, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public shareholders
vote.
Unlike many other blank check companies in which
the sponsor agrees to vote its founder shares in accordance with the majority of the votes cast by the public shareholders in connection
with an initial business combination, our sponsor has agreed (and its permitted transferees will agree), pursuant to the terms of a letter
agreement entered into with us, to vote its founder shares as well as any public shares purchased during or after our initial public offering,
in favor of our initial business combination. As a result, in addition to our sponsor’s founder shares, we would need 7,250,001,
or 36.3%, of the 20,000,000 public shares sold in our initial public offering to be voted in favor of a transaction (assuming all issued
and outstanding shares are voted), subject to any higher threshold as is required by the Cayman Islands or other applicable law, in order
to have such initial business combination approved. As of the date of this Annual Report, our sponsor owns approximately 21% of our outstanding
ordinary shares. Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the necessary
shareholder approval will be received than would be the case if our sponsor agreed to vote its founder shares in accordance with the majority
of the votes cast by our public shareholders.
In evaluating
a prospective target business for our initial business combination, our management will rely on the availability of all of the funds from
the sale of the forward purchase securities to be used as part of the consideration to the sellers in the initial business combination.
If the sale of the forward purchase securities does not close, we may lack sufficient funds to consummate our initial business combination.
In connection with the consummation of our initial
public offering, we entered into a forward purchase agreement with our sponsor, which provides for the purchase of $20,000,000 of units,
which at the option of the sponsor can be increased to up to $50,000,000 of units, with each unit consisting of one Class A ordinary
share and one-third of one warrant to purchase one Class A ordinary share at $11.50 per share, for a purchase price of $10.00
per unit, in a private placement to occur concurrently with the closing of our initial business combination. The proceeds from the sale
of forward purchase securities may be used as part of the consideration to the sellers in our initial business combination, expenses in
connection with our initial business combination or for working capital in the post-transaction company. However, if the sale of
some of or all of the forward purchase securities does not close for any reason, we may lack sufficient funds to consummate our initial
business combination. The obligations under the forward purchase agreement will not depend on whether any public shareholders elect to
redeem their shares and will provide us with a minimum funding level for the initial business combination. The forward purchase agreement
contains customary closing conditions, the fulfillment of which is a condition for the sponsor to purchase the forward purchase securities,
including that our initial business combination must be consummated substantially concurrently with, and immediately following, the purchase
of forward purchase securities. In the event of any such failure to fund, any obligation is so terminated or any such condition is not
satisfied and not waived, we may not be able to obtain additional funds to account for such shortfall on terms favorable to us or at all.
Any such shortfall would also reduce the amount of funds that we have available for working capital of the post-business combination
company.
Your only opportunity to affect the investment decision regarding
a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek
shareholder approval of such business combination.
You may not be provided with an opportunity to evaluate
the specific merits or risks of any target businesses. Additionally, since our board of directors may complete our initial business combination
without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless
we seek such shareholder approval. Accordingly, if we do not seek shareholder approval, your only opportunity to affect the investment
decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which
will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our
initial business combination.
Our proximity to our liquidation date expresses
substantial doubt about our ability to continue as a “going concern.”
In connection with our assessment of going concern
considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined
that mandatory liquidation and subsequent dissolution raises substantial doubt about our company’s ability to continue as a going
concern. No adjustments have been made to the carrying amounts of assets or liabilities should our company be required to liquidate after
February 22, 2023. The financial statements do not include any adjustment that might be necessary if our company is unable to continue
as a going concern.
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 an initial business combination with a target.
We may seek to enter into a business combination
transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount
of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as
a result, would not be able to proceed with the business combination. The amount of the deferred underwriting commissions payable to the
underwriters 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. 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 and the payment of the deferred underwriting commissions. Furthermore, in no event will we redeem our public shares in an amount
that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny
stock” rules) or any greater net tangible asset or cash requirement which 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 to be
less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such
redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will
be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.
The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our
capital structure.
At the time we enter into an agreement for our initial
business combination, we will not know how many shareholders may exercise their redemption rights and, therefore, we 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 is 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. 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 increases. 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 our redemption until we liquidate or you are able to sell your shares in the open market.
The requirement that we complete our initial business combination
within the prescribed time frame may give potential target businesses leverage over us in negotiating an initial 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 an initial business combination will be aware that we must complete our initial business combination by February
22, 2023. Consequently, such target business may obtain leverage over us in negotiating an initial 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 prescribed time frame. In addition, we
may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected
upon a more comprehensive investigation.
Our search for a business combination, and any target business
with which we ultimately consummate a business combination, may be materially adversely affected by the ongoing military conflict in Ukraine
and the coronavirus (COVID-19) outbreak and the status of debt and equity markets.
In February 2022, a military conflict started between
Russia and Ukraine. This ongoing military conflict has provoked strong reactions from the United States, the UK, the EU and various other
countries around the world, including the imposition of broad financial and economic sanctions against Russia.
In December 2019, a novel strain of coronavirus
was reported to have surfaced in Wuhan, China, which has and is continuing to spread (including variant mutations of the virus) throughout
the world, including the United States. On March 11, 2020 the World Health Organization characterized the outbreak of the coronavirus
disease as a “pandemic”.
The
conflict in Ukraine or elsewhere, as well as the COVID-19 pandemic and any other infectious diseases, could result in a widespread
crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with
which we consummate a business combination could be materially and adversely affected. Any concerns relating to such events that
restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services
providers and others may adversely affect us in negotiating and consummating a business combination in a timely manner. If the disruptions
posed by the matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or
the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.
In addition, our ability to consummate a transaction may be dependent
on the ability to raise equity and debt financing which may be impacted by the conflict in Ukraine (including as a result of our Chairman
and Chief Executive Officer’s Russian citizenship), COVID-19 and other events, 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.
We may not be able to complete our initial business combination
within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem
our public shares and liquidate, in which case our public shareholders may receive only $10.00 per share, or less than such amount in
certain circumstances, and our warrants will expire worthless.
Our sponsor, officers and directors agreed that we must complete our
initial business combination by February 22, 2023. We may not be able to find a suitable target business and complete our initial business
combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market
conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues
to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it
could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased
market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of the
COVID-19 coronavirus and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious
diseases) may negatively impact businesses we may seek to acquire. Additionally, economics and financial markets may be adversely affected
by the ongoing military conflict in Ukraine or elsewhere, sanctions and other restriction imposed related thereto, terrorism or other
geopolitical events globally.
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 and not previously
released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case
of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of
other applicable law. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason
prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation
of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands
law. In either case, our public shareholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption
of their shares, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00
per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust
account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and
other risk factors herein.
If we seek shareholder approval of our initial business combination,
our sponsor, directors, executive officers, advisors or any of their affiliates may elect to purchase shares 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, executive officers, advisors or any of their affiliates may purchase shares 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. Such a purchase may include a contractual acknowledgement 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,
executive officers, advisors or any of their affiliates purchase public 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 such purchases could be to vote such shares in favor of our initial business combination and thereby
increase the likelihood of obtaining shareholder approval of our initial 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. This may result in the completion of our initial business
combination that may not otherwise have been possible.
In addition, if such purchases are made, the public
“float” of our Class A ordinary shares and the number of beneficial holders of our securities may be reduced, possibly
making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
If a shareholder fails to receive notice of our offer to redeem
our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares,
such shares may not be redeemed.
We will comply with the tender offer rules or proxy
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 tender offer or proxy materials, as applicable, such shareholder may not become aware of
the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish
to holders of our public shares in connection with our initial business combination will describe the various procedures that must be
complied with in order to validly tender or redeem public shares. For example, we may require our public shareholders seeking to exercise
their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates
to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two
business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to
deliver their shares to the transfer agent electronically. In the event that a shareholder fails to comply with these or any other procedures,
its shares may not be redeemed.
The shares beneficially owned by our sponsor, our officers and
directors will not participate in liquidation distributions and, therefore, our officers and directors may have a conflict of interest
in determining whether a particular target business is appropriate for our initial business combination.
Our sponsor, officers and directors have entered
into respective letter agreements with us, pursuant to which our sponsor has agreed to waive its redemption rights with respect to its
founder shares, and our sponsor, officers and directors have agreed to waive their redemption rights with respect to any public shares
they may acquire, in connection with the completion of our initial business combination. Our sponsor has also waived its right to receive
distributions with respect to its founder shares upon our liquidation if we are unable to consummate our initial business combination.
Accordingly, the founder shares will be worthless if we do not consummate our initial business combination. The private placement warrants
and any other warrants they acquire will also be worthless if we do not consummate an initial business combination. The personal and financial
interests of our sponsor, officers and directors 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.
Our security holders are not entitled to protections normally
afforded to investors of many other blank check companies.
Since the net proceeds of our initial public offering
and the sale of the private placement warrants are intended to be used to complete our initial business combination with a target business
that has not been identified, we may be deemed to be a “blank check” company under the U.S. securities laws. However, because
we had net tangible assets in excess of $5,000,000 upon the completion of our initial public offering and the sale of the private placement
warrants and filed a Current Report on Form 8-K, including an audited balance sheet of the Company demonstrating this fact, we are
exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, our security
holders are not afforded the benefits or protections of those rules. Among other things, this means our units were immediately tradable
upon consummation of our initial public offering and we have a longer period of time to complete our initial business combination than
do companies subject to Rule 419. Moreover, offerings subject to Rule 419 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.
Because of our limited resources and the significant competition
for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable
to complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00
per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.
We expect to encounter intense competition from
other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly
or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater
technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited
when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire
with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect
to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive
limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder
approval of our initial business combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially
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 our initial business combination. If we are unable to complete our initial business combination within the
required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the
liquidation of our trust account, and our warrants will expire worthless. See “— If third parties bring claims against us,
the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less
than $10.00 per share” and other risk factors herein.
If the funds not being held in the trust account are insufficient
to allow us to operate until February 22, 2023, we may be unable to complete our initial business combination.
The funds available to us outside of the trust account
may not be sufficient to allow us to operate until February 22, 2023, assuming that our initial business combination is not completed
during that time. We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. Management’s
plans to address this need for capital and potential loans from certain of our affiliates are discussed in the section of this Annual
Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” However, our
affiliates are not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated
parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue
as a going concern at such time.
We believe that the funds available to us outside
of the trust account will be sufficient to allow us to operate until February 22, 2023; however, we cannot assure you that our estimate
is accurate. Of the funds available to us, we have used and in the future may use a portion of the funds available to us to pay fees to
consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund
a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around
for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed
business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for
the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our
breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target
business. If we are unable to complete our initial business combination within the required time period, our public shareholders may receive
only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will
expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their
shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption
amount received by shareholders may be less than $10.00 per share” and other risk factors herein.
If the net proceeds of our initial public offering and the sale
of the private placement warrants not being held in the trust account are insufficient, 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 for a business combination, to pay our taxes, if any, and to complete our initial business combination.
If we are unable to obtain these loans, we may be unable to complete our initial business combination. Our sponsor is not obligated to
fund such loans.
As of December 31, 2021, we had approximately $64,000
outside of the trust account, and working capital of approximately $193,000. 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 loan funds to, or otherwise invest in, us in such
circumstances. Any such loans would be repaid only from funds held outside the trust account or from funds released to us upon completion
of our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination.
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. In such case, our public shareholders may receive only $10.00 per share, or less
in certain circumstances, and our warrants will expire worthless., our public shareholders may receive less than $10.00 per share on the
redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could
be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors
below.
Subsequent to our completion of our initial business combination,
we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative
effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of
your investment.
Even if we conduct extensive due diligence on a
target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present
with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence,
or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be
forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could
result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously
known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items
and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market
perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which
we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt
financing. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following
our initial business combination could suffer a reduction in the value of their securities. Such shareholders and 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 by them to our company, or if they are able to successfully
bring a private claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained
an actionable material misstatement or material omission.
Our shareholders may be held liable for claims by third parties
against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation,
any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date
on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result,
a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having
breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company
to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted
any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course
of business would be guilty of an offence and may be liable for a fine of $18,293 and imprisonment for five years in the Cayman Islands.
If we are unable to consummate our initial business combination
by February 22, 2023, our public shareholders may be forced to wait beyond the ten business day period thereafter before redemption from
our trust account.
If we are unable to consummate our initial business
combination by February 22, 2023, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem all
public shares then outstanding at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account, including any amounts representing interest earned on the trust account not previously released to us to pay our taxes, if any,
less up to $100,000 of interest for our dissolution expenses, divided by the number of then outstanding public shares and cease all operations
except for the purposes of winding up of our affairs by way of a voluntary liquidation, as further described elsewhere in this Annual
Report. Any redemption of public shareholders from the trust account shall be effected automatically by function of our amended and restated
memorandum and articles of association prior to our commencing any voluntary liquidation. If we are required to liquidate prior to distributing
the aggregate amount then on deposit in the trust account, then such winding up, liquidation and distribution must comply with the applicable
provisions of the Companies Law. In that case, investors may be forced to wait beyond the ten business days following February 22, 2023
before the redemption proceeds of our trust account become available to them, and they receive the return of their portion of the proceeds
from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless,
prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles
of association and then only 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.
The grant of registration rights to our sponsor and its permitted
transferees 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 a registration rights agreement entered
into upon the closing of our initial public offering, our sponsor and its permitted transferees, can demand that we register the founder
shares and the private placement warrants and the Class A ordinary shares underlying the private placement warrants and holders of
warrants that may be issued upon conversion of working capital loans can demand that we register such warrants or Class A ordinary
shares issuable upon conversion of such warrants. Additionally, pursuant to the forward purchase agreement, dated February 17, 2021, we
agreed to use commercially reasonable efforts (i) to file within 30 days after the closing of the initial business combination
a registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying
Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event
later than sixty (60) days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the
earliest of (A) the date on which our sponsor or its assignees cease to hold the securities covered thereby, and (B) the date
all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities
Act and (iv) after such registration statement is declared effective, cause us to conduct firm commitment underwritten offerings,
subject to certain limitations. In addition, the forward purchase agreement provides for certain “piggy-back” registration
rights to the holders of forward purchase securities to include their securities in other registration statements filed by us. 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 securities owned by our sponsor and
holders of warrants that may be issued upon conversion of working capital loans or their respective permitted transferees are registered.
Because we are not limited to a particular industry, sector or
any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks
of any particular target business’ operations.
We seek to complete our initial business combination
with an operating company, except that we will not, under our amended and restated memorandum and articles of association, be permitted
to effectuate our initial business combination with another blank check company or similar company with nominal operations. There is no
current basis for you to evaluate the possible merits or risks of the particular industry in which we may ultimately operate or the target
business which we may ultimately acquire. To the extent we complete our initial business combination, we may be affected by numerous risks
inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity
lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially
unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular
target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have
adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to
control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in
our securities will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in
a business combination target. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively,
following the business combination could suffer a reduction in the value of their securities. Such shareholders and 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 by them to us, or if they are able to successfully bring a
private claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained
an actionable material misstatement or material omission.
We may seek acquisition opportunities in industries or sectors
outside the technology and internet sectors which may or may not be outside of our management’s area of expertise.
We will consider an initial business combination
outside of the technology and internet sectors (which sectors may or may not be outside our management’s areas of expertise) if
a business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity
for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate,
we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an
investment in our securities will not ultimately prove to be less favorable to investors than a direct investment, if an opportunity were
available, in a business combination candidate. In the event we elect to pursue an acquisition outside of the areas of our management’s
expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained
in this 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. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors.
Accordingly, any shareholder or warrant holder who remains a shareholder or warrant holder following our initial business combination
could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such
reduction in value.
Although we have identified general criteria and guidelines that
we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target
that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination
may not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified general criteria and
guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business
combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not
meet some or all of these criteria and 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 stock exchange listing requirements, or we decide
to obtain shareholder approval for business or other legal 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 within the required time period, our public shareholders may receive only approximately $10.00 per share,
or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.
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, which could subject us to volatile
revenues or earnings or difficulty in retaining key personnel.
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.
We are not required to obtain an opinion from an independent
investment banking firm that is a member of FINRA or from an independent accounting firm, and consequently, you may have no assurance
from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
Unless we complete our initial business combination
with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA
or from an independent accounting firm that the price we are paying is fair to our company from a financial point of view. If no opinion
is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on
one or more standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and/or book
value, discounted cash flow valuation or value of comparable businesses. Such standards used will be disclosed in our tender offer documents
or proxy solicitation materials, as applicable, related to our initial business combination.
Unlike most other similarly structured blank check companies,
our sponsor will receive additional Class A ordinary shares if we issue shares to complete an initial business combination.
The founder shares will automatically convert into
Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or
be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) at the time
of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary
shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the
total number of our ordinary shares issued and outstanding upon completion of our initial public offering, plus (ii) the total number
of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or
rights issued or deemed issued by the Company in connection with or in relation to the completion of the initial business combination
(including the forward purchase shares, but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities
exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial
business combination and any private placement warrants issued to our sponsor or any of its affiliates or any member of our management
team upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory
redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event
will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. This is different than
most other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the
total number of shares to be outstanding prior to the initial business combination.
We may be a passive foreign investment company, or “PFIC,”
which could result in adverse U.S. federal income tax consequences to U.S. investors.
If we are a PFIC for any taxable year (or portion
thereof) that is included in the holding period of a U.S. holder of our Class A ordinary shares or warrants, the U.S. Holder
may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC
status for our current and subsequent taxable years may depend upon the status of an acquired company pursuant to a business combination
and whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception
is uncertain, and there can be no 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 will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year,
we will endeavor to provide a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including
a PFIC annual information statement in order to enable the U.S. Holder to make and maintain a “qualified electing fund”
election, but there can be no assurance that we will timely provide such required information, and such election would likely be unavailable
with respect to our warrants in all cases. We urge U.S. holders to consult their tax advisors regarding the possible application
of the PFIC rules to holders of our Class A ordinary shares and warrants.
Resources could be wasted in researching acquisitions that are
not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we
are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less
than such amount in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.
The investigation of each specific target business
and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments requires substantial management
time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business
combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach
an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons
including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely
affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination
within the required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances,
on the liquidation of our trust account, and our warrants will expire worthless.
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.
We may have 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, which could, in turn, negatively impact the value of our shareholders’
investment in us.
When evaluating the desirability of effecting our
initial business combination with a prospective target business, our ability to assess the target business’ management may be limited
due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove
to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’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, shareholders who choose to remain shareholders following our initial 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 us, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy
statement 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 departure 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.
We may engage in an initial business combination with one or
more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or
existing holders which may raise potential conflicts of interest.
In light of the involvement of our sponsor, executive
officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers
and directors. Our executive officers and directors also serve as officers and/or board members for other entities. In particular, Mr. Tavrin
is Chairman and Chief Executive Officer of Kismet Three. In addition, Mr. Tompsett, one of our directors, also serves as a director of
Kismet Three. 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 preliminary discussions concerning an initial business combination with any such entity or entities. Although we
are not 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 an initial business combination as set forth in “Business” and
such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent
investment banking firm that is a member of FINRA, or from an independent accounting firm, regarding the fairness to our company from
a financial point of view of an initial business combination with one or more domestic or international businesses affiliated with our
sponsor, executive officers or directors, 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 will lose its entire investment in us if our
initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination
target is appropriate for our initial business combination.
Our sponsor holds an aggregate of 6,250,000 founder
shares as of the date of this Annual Report. The number of founder shares issued was determined based on the expectation that such founder
shares would represent 20% of the outstanding public shares and founder shares after our initial public offering plus the 2,000,000 forward
purchase shares underlying the forward purchase units that our sponsor is obligated to purchase pursuant to the forward purchase agreement
(which at the option of the sponsor can be increased to up to 5,000,000 forward purchase shares). The founder shares will be worthless
if we do not complete our initial business combination. In addition, our sponsor has purchased an aggregate of 4,400,000 private placement
warrants, each of which such warrants will be exercisable for one Class A ordinary share at $11.50 per share, that will also
be worthless if we do not complete a business combination. The sponsor has agreed (A) to vote any shares owned by it in favor of
any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote or tender offer to approve
or in connection with a proposed initial business combination. The personal and financial interests of our sponsor may influence its 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 February 22, 2023, the 24-month deadline following
the closing of our initial public offering, nears which is the deadline for the completion of our initial business combination.
We may issue notes or other debt securities, or otherwise incur
substantial debt, to complete our initial 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, we may choose to incur substantial
debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless we have obtained from
the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance
of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could
have a variety of negative effects, including:
| ● | default and foreclosure on our assets if our operating revenues
after an initial business combination are insufficient to repay our debt obligations; |
| ● | acceleration of our obligations to repay the indebtedness
even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial
ratios or reserves without a waiver or renegotiation of that covenant; |
| ● | our immediate payment of all principal and accrued interest,
if any, if the debt is payable on demand; |
| ● | our inability to obtain necessary additional financing if
the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
| ● | our inability to pay dividends on our Class A ordinary
shares; |
| ● | using a substantial portion of our cash flow to pay principal
and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses,
capital expenditures, acquisitions and other general corporate purposes; |
| ● | limitations on our flexibility in planning for and reacting
to changes in our business and in the industry in which we operate; |
| ● | increased vulnerability to adverse changes in general economic,
industry and competitive conditions and adverse changes in government regulation; |
| ● | limitations on our ability to borrow additional amounts for
expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy and other purposes; and |
| ● | other disadvantages compared to our competitors who have less
debt. |
We may be able to complete only one business combination with
the proceeds of our initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent
on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations
and profitability.
The net proceeds from our initial public offering
and the sale of the private placement warrants provided us with $230,000,000 that we may use to complete our initial business combination
(excluding $8,050,000 of deferred underwriting commissions being held in the trust account). In addition, in connection with the consummation
of our initial public offering, we entered into a forward purchase agreement with our sponsor, which provides for the purchase of $20,000,000
of units, which at the option of the sponsor can be increased to up to $50,000,000, with each unit consisting of one Class A ordinary
share and one-third of one warrant to purchase one Class A ordinary share at $11.50 per share, for a purchase price of $10.00
per unit, in a private placement to occur concurrently with the closing of our initial business combination. The forward purchase securities
will be issued only in connection with the closing of the initial business combination. The proceeds from the sale of forward purchase
securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our
initial business combination or for working capital in the post-transaction company. We cannot assure you that the forward purchase
will close. 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 risks. Further, we would not be able to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business
combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:
| ● | solely dependent upon the performance of a single business,
property or asset, or |
| ● | dependent upon the development or market acceptance of a single
or limited number of products, processes or services. |
This lack of diversification may subject us to numerous
economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in
which we may operate subsequent to our initial business combination.
We may attempt to simultaneously complete business combinations
with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased
costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several
businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete
our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens
and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional
risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating
business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
We may attempt to complete our initial business combination with
a private company about which little information is available, which may result in an initial business combination with a company that
is not as profitable as we suspected, if at all.
In pursuing our acquisition strategy, we may seek
to effectuate our initial business combination with a privately held company. By definition, very little public information 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 an initial business combination with a company that is not as profitable as we suspected,
if at all.
We may seek business combination opportunities with a high degree
of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
We may seek business combination opportunities with
large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements,
to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as
successful as we anticipate.
To the extent we complete our initial business combination
with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the
operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management
team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain
or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational
improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore,
some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that
those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with
a smaller, less complex organization.
If we effect our initial business combination with a business
located outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.
We may effect an initial business combination with
a business located outside of the United States. If we do, we would be subject to any special considerations or risks associated
with businesses operating in the target’s home jurisdiction, including any of the following:
| ● | rules and regulations or currency conversion or corporate
withholding taxes on individuals; |
| ● | laws governing the manner in which future business combinations
may be effected; |
| ● | differing laws and regulations regarding exchange listing
and delisting requirements; |
| ● | tariffs and trade barriers; |
| ● | regulations related to customs and import/export matters; |
| ● | tax issues, such as tax law changes and variations in tax
laws as compared to the United States; |
| ● | currency fluctuations and exchange controls; |
| ● | inflation greater than that experienced in the United States; |
| ● | challenges in collecting accounts receivable; |
| ● | cultural and language differences; |
| ● | crime, strikes, riots, civil disturbances, terrorist attacks,
military conflicts and wars, including the conflict in Ukraine; and |
| ● | deterioration of political relations with the United States. |
We may not be able to adequately address these additional
risks. If we are unable to do so, our operations might suffer.
If we effect our initial business combination with a business
located outside of the United States, the laws applicable to such business will likely govern all of our material agreements and
we may not be able to enforce our legal rights.
If we effect our initial business combination with
a business located outside of the United States, the laws of the country in which such business operates will govern almost all of
the material agreements relating to its operations. The target business may not be able to enforce any of its material agreements or enforce
remedies for breaches of those agreements in that jurisdiction. 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. Additionally, if we acquire
a business located outside of the United States, it is likely that substantially all of our assets would be located outside of the
United States and some of our officers and directors might reside outside of the United States. As a result, it may not be possible
for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or
to enforce judgments of U.S. courts predicated upon civil liabilities and criminal penalties of our directors and officers under federal
securities laws.
Because of the costs and difficulties inherent in managing cross-border
business operations, our results of operations may be negatively impacted.
Managing a business, operations, personnel or assets
in another country is challenging and costly. Any management that we may have (whether based abroad or in the United States) may
be inexperienced in cross-border business practices and unaware of significant differences in accounting rules, legal regimes and
labor practices. Even with a seasoned and experienced management team, the costs and difficulties inherent in managing cross-border business
operations, personnel and assets can be significant (and much higher than in a purely domestic business) and may negatively impact our
financial and operational performance.
We may re-domicile into another foreign jurisdiction in connection
with our initial business combination, and the laws of such jurisdiction may govern all of our 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 foreign jurisdiction. If we determine to do this,
the laws of such jurisdiction would likely govern all of our 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 Cayman Islands or 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. Any such re-domiciliation and the international nature of our business will likely subject us to foreign regulation.
We may migrate to another jurisdiction in connection with our
initial business combination and such migration may result in taxes imposed on shareholders.
We may, in connection with our initial business
combination or earlier, and subject to requisite shareholder approval under the Companies Law, transfer by way of continuation (migrate)
to a different jurisdiction, including, for example, the jurisdiction in which the target company or business is located. Such a transaction
may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder
is a tax resident (and/or the jurisdictions in which its owners are resident if it is a tax transparent entity under the tax laws of such
jurisdictions, including under any anti-deferral regime), in which the target company is located, or in which we migrate. As a Cayman
Islands entity, we do not have access to a network of income tax treaties to protect us from withholding taxes or gains taxes that may
be imposed by other jurisdictions, and it may not be possible to effect repatriation of earnings or the receipt of income from our investments
in a tax efficient manner. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders
or warrant holders may also be subject to withholding taxes or other taxes imposed by the jurisdiction where we are migrated to with respect
to their ownership of us.
Many countries have difficult and unpredictable legal systems
and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely impact our results
of operations and financial condition.
Our ability to seek and enforce legal protections,
including with respect to intellectual property and other property rights, or to defend ourselves with regard to legal actions taken against
us in a given country, may be difficult or impossible, which could adversely impact our operations, assets or financial condition. Rules
and regulations in many countries are often ambiguous or open to differing interpretation by responsible individuals and agencies at the
municipal, state, regional and federal levels. The attitudes and actions of such individuals and agencies are often difficult to predict
and inconsistent. Delay with respect to the enforcement of particular rules and regulations, including those relating to customs, tax,
environmental and labor, could cause serious disruption to operations abroad and negatively impact our results.
If our management following our initial business combination
is unfamiliar with U.S. 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 team may resign from their positions as officers or directors of the company and the management of the target business at the
time of the business combination will remain in place. Management of the target business may not be familiar with U.S. securities laws.
If new management is unfamiliar with such 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.
Currency policies may cause a target business’ ability
to succeed in the international markets to be diminished.
In the event we acquire a non-U.S. target, all revenues
and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could
be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and
are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against
our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination,
our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation
of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely
that we are able to consummate such transaction.
Our management may not be able to maintain control of a target
business after our initial business combination.
We may structure an initial business combination
so that the post-transaction company in which our public shareholders own shares will own less than 100% of the outstanding 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
business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider
any transaction that does not meet such criteria. Even if the post-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 transaction. 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 of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial
number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our
outstanding 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 stock than we initially acquired. Accordingly, this
may make it more likely that our management will not be able to maintain our control of the target business. We cannot provide assurance
that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably
operate such business.
We do not have a specified maximum redemption threshold. The
absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial
majority of our shareholders do not agree.
Our amended and restated memorandum and articles
of association will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in
an amount that would cause our net tangible assets to be less than $5,000,001 (such that we do not then become subject to the SEC’s
“penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating
to our initial business combination. As a result, we may be able to complete our initial business combination even though a substantial
majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval
of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the
tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors
or their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that
are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business
combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all
Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate
business combination.
In order to effectuate an initial business combination, blank
check companies have, in the past, amended various provisions of their constitutional documents. We cannot assure you that we will not
seek to amend our amended and restated memorandum and articles of association that will make it easier for us to consummate an initial
business combination that some of our shareholders may not support.
In order to effectuate an initial business combination,
blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments. For example,
blank check companies have amended the definition of initial business combination, increased redemption thresholds and changed industry
focus. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association prior to our
initial business combination. Amending our amended and restated memorandum and articles of association will require at least a special
resolution of our shareholders as a matter of Cayman Islands law, being (i) the affirmative vote of at least a two-thirds (2/3)
majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at a general meeting
of the company and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholders.
Our sponsor, officers and directors have agreed,
each pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our
initial business combination by February 22, 2023, 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 (less any interest released to us for taxes, if any), divided by the number of then outstanding public shares.
These agreements are contained in letter agreements that we have entered into with our sponsor, officers and directors. 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 and directors for any breach of these agreements. As a result, in the event of a breach, our shareholders
would need to pursue a shareholder derivative action, subject to applicable law.
Provisions of our amended and restated memorandum and articles
of association (and corresponding provisions of the agreement governing the release of funds from our trust account) relating to the rights
and obligations attaching to our Class A ordinary shares and certain aspects of our pre-business combination activity may be amended
with the approval of a special resolution being (i) the affirmative vote of at least a two-thirds (2/3) majority of the votes cast
by the holders of the issued ordinary shares present in person or represented by proxy at a general meeting of the company and entitled
to vote on such matter or (ii) a unanimous written resolution of the shareholders, which is a lower amendment threshold than that
of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of
association and the trust agreement to facilitate the consummation of an initial business combination that some of our shareholders may
not support.
Some other blank check companies have a provision
in their constitutional documents which prohibits the amendment of certain provisions, including those which relate to a company’s
pre-business combination activity, without approval by a certain percentage of the company’s shareholders. Amendment of these
provisions requires approval by between 90% and 100% of the company’s public shareholders in many cases. Our amended and restated
memorandum and articles of association provides that any of its provisions, including those related to pre-business combination activity,
may be amended if approved by special resolution, being (i) the affirmative vote of at least a two-thirds (2/3) majority of
the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at a general meeting of the company
and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholders, 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,
which is a lower amendment threshold than that of many blank check companies.
Our sponsor and its permitted transferees, if any,
who collectively beneficially own, on an as-converted basis, approximately 21% of our ordinary shares have the discretion to vote
in any manner they choose. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association
to facilitate the consummation of an initial business combination that some of our shareholders may not support.
Our sponsor, officers and directors have agreed,
each pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our
initial business combination by February 22, 2023, 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 (less any interest released to us for taxes, if any), divided by the number of then outstanding public shares.
These agreements are contained in letter agreements that we have entered into with our sponsor, officers and directors. 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.
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.
Although we believe that the net proceeds of our
initial public offering and the sale of the private placement warrants and forward purchase securities will be sufficient to allow us
to complete our initial business combination, because we have not yet identified any prospective target business we cannot ascertain the
capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the private placement
warrants and forward purchase securities prove to be insufficient, either because of the size of our initial business combination, the
depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares
from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to
purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the
proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent
that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to
either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate.
If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share
plus any pro rata interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, less
up to $100,000 of interest for dissolution expenses, on the liquidation of our trust account. 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. If we are unable to complete our initial business combination within the required time period, our public shareholders may
receive only approximately $10.00 per share, or less in some circumstances, on the liquidation of our trust account, and our warrants
will expire worthless.
Our sponsor and affiliated entities control a substantial interest
in us and thus may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support.
Our sponsor owns approximately 21% of our issued
and outstanding ordinary shares as of the date of this Annual Report. Our sponsor, officers, directors or their affiliates could determine
in the future to purchase our securities in the open market or in private transactions, to the extent permitted by law. In connection
with any vote for a proposed business combination, our sponsor has agreed to vote the founder shares owned by it, and our sponsor, officers
and directors have agreed to vote any Class A ordinary shares owned by them in favor of such proposed business combination.
Our board of directors is and will be divided into
three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year.
It is unlikely that there will be an annual meeting of shareholders to elect new directors prior to the consummation of our initial business
combination, in which case all of the current directors will continue in office until at least the consummation of the business combination.
Accordingly, you may not be able to exercise your voting rights under corporate law until February 22, 2023. If there is an annual meeting,
as a consequence of our “staggered” board of directors, fewer than half of the board of directors will be considered for election
and our sponsor, because of its ownership position, will have considerable influence regarding the outcome. Accordingly, our sponsor will
continue to exert control at least until the consummation of our initial business combination.
Our outstanding warrants may have an adverse effect on the market
price of our Class A ordinary shares and make it more difficult to effect a business combination.
We issued warrants to purchase 7,666,667 Class A
ordinary shares as part of the units sold in our initial public offering and, simultaneously with the closing of our initial public offering,
we issued in a private placement 4,400,000 private placement warrants, each exercisable to purchase one Class A ordinary share. We
may also issue up to 666,667 forward purchase warrants, which at the option of the sponsor can be increased to 1,666,667 forward purchase
warrants, pursuant to the forward purchase agreement. We may also issue additional warrants to our sponsor, officers and directors upon
redemption of promissory notes issued to such entities or individuals for loans made to supplement our working capital requirements. To
the extent we issue Class A ordinary shares to effect a business combination, the potential for the issuance of a substantial number
of additional shares upon exercise of these warrants could make us a less attractive acquisition vehicle in the eyes of a target business.
Such securities, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value
of the shares issued to complete the business combination. Accordingly, our warrants may make it more difficult to effectuate a business
combination or increase the cost of acquiring the target business. Additionally, the sale, or even the possibility of sale, of the shares
underlying the warrants could have an adverse effect on the market price for our securities or on our ability to obtain future financing.
If and to the extent these warrants are exercised, you may experience dilution to your holdings.
A provision of our warrant agreement may make it more difficult
for us to complete an initial business combination.
Unlike most blank check companies, if (i) we
issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing
of our initial business combination at a Newly Issued Price of less than $9.20 per share, (ii) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business
combination on the date of the completion of our initial business combination (net of redemptions), and (iii) the Market Value is
below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value
and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of
the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the
nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate
an initial business combination with a target business.
If we do not hold an annual meeting of shareholders until after
the consummation of our initial business combination, shareholders will not be afforded an opportunity to elect directors and to discuss
company affairs with management until such time.
Unless otherwise required by law or the Nasdaq,
we do not currently intend to call an annual meeting of shareholders until after we consummate our initial business combination. In accordance
with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year
end following our listing on Nasdaq. There is no requirement under the Companies Law for us to hold annual or shareholder meetings to
elect directors. Until we hold an annual meeting of shareholders, public shareholders may not be afforded the opportunity to elect directors
and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors
being elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving
a three-year term.
A market for our securities may not fully develop or be sustained,
which would adversely affect the liquidity and price of our securities.
The price of our securities may vary significantly
due to one or more potential business combinations and general market or economic conditions, including as a result of the ongoing military
conflict in Ukraine, the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant outbreak of
other infectious diseases). An active trading market for our securities may not fully develop or be sustained. Additionally, if our securities
become delisted from Nasdaq for any reason, and are quoted on the OTC Pink Sheets, an inter-dealer automated quotation system for equity
securities not listed on a national exchange, the liquidity and price of our securities may be more limited than if we were listed on
Nasdaq or another national exchange. You may be unable to sell your securities unless a market can be fully developed and sustained.
Because we must furnish our shareholders with target business
financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective
target businesses.
The federal proxy rules require that a proxy statement
with respect to a vote on an initial business combination meeting certain financial significance tests include historical and/or pro forma
financial statement disclosure in periodic reports. We will include the same financial 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 U.S. GAAP, or international financing reporting standards as issued by the International Accounting
Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance
with the standards of the 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 financial statements in accordance
with federal proxy rules and complete our initial business combination within the prescribed time frame.
Compliance obligations under the Sarbanes-Oxley Act may make
it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase
the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act
requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the
year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer 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 acquisition.
Because we are incorporated under the laws of the Cayman Islands,
you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be
limited.
We are an exempted company incorporated under the
laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States
upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs are governed by our amended
and restated memorandum and articles of association, the Companies Law (as the same may be supplemented or amended from time to time)
and the common law of the Cayman Islands. We are 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 our Cayman Islands legal
counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States
predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in
original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the
federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature.
In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States,
the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without
retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation
to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman
Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty,
inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner,
or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive
or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent
proceedings are being brought elsewhere.
As a result of all of the above, public shareholders
may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or
controlling shareholders than they would as public shareholders of a United States company.
We may face risks related to internet and technology companies.
Business combinations with companies in the internet
and technology sectors entail special considerations and risks. If we are successful in completing a business combination with such a
target business, we may be subject to, and possibly adversely affected by, the following risks:
| ● | An inability to compete effectively in a highly competitive
environment with many incumbents having substantially greater resources; |
| ● | An inability to manage rapid change, increasing consumer expectations
and growth; |
| ● | An inability to build strong brand identity and improve subscriber
or customer satisfaction and loyalty; |
| ● | A reliance on proprietary technology to provide services
and to manage our operations, and the failure of this technology to operate effectively, or our failure to use such technology effectively; |
| ● | An inability to deal with our subscribers’ or customers’
privacy concerns; |
| ● | An inability to attract and retain subscribers or customers; |
| ● | An inability to license or enforce intellectual property
rights on which our business may depend; |
| ● | Any significant disruption in our computer systems or those
of third-parties that we would utilize in our operations; |
| ● | An inability by us, or a refusal by third parties, to license
content to us upon acceptable terms; |
| ● | Potential liability for negligence, copyright, or trademark
infringement or other claims based on the nature and content of materials that we may distribute; |
| ● | Competition for advertising revenue; |
| ● | Competition for the leisure and entertainment time and discretionary
spending of subscribers or customers, which may intensify in part due to advances in technology and changes in consumer expectations
and behavior; |
| ● | Disruption or failure of our networks, systems or technology
as a result of computer viruses, “cyber-attacks,” misappropriation of data or other malfeasance, as well as outages, natural
disasters, terrorist attacks, accidental releases of information or similar events; |
| ● | An inability to obtain necessary hardware, software and operational
support; and |
| ● | Reliance on third-party vendors or service providers. |
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 the media, internet and consumer sectors. 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 Relating to Our Securities
Nasdaq may delist our securities from trading on its exchange, including
as a result of concerns regarding economic sanctions against Russia, which could limit investors’ ability to make transactions in
our securities and subject us to additional trading restrictions.
Although we currently meet Nasdaq’s listing standards, our securities
may not continue to be listed on Nasdaq in the future prior to an initial business combination. Generally, we must maintain a minimum
amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 round-lot holders).
Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial
listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the
listing of our securities on Nasdaq. We may not be able to meet those initial listing requirements at that time. Furthermore, Nasdaq recent
temporarily halted the trading in stocks of Russia-based companies listed on its exchanges, and may take action to delist such stocks
in the future. It is possible that Nasdaq may take similar actions against us based on concerns regarding the unstable situation arising
from the ongoing military conflict in Ukraine and resulting reactions from the United States, the United Kingdom, the European Union and
various other countries around the world, including the impact of broad financial and economic sanctions and similar actions against Russia
and designated companies and individuals.
If Nasdaq delists any of our securities from trading
on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be
quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
| ● | a limited availability of market quotations for our securities; |
| ● | reduced liquidity for our securities; |
| ● | a determination that our Class A ordinary shares are a “penny
stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result
in a reduced level of trading activity in the secondary trading market for our securities; |
| ● | a limited amount of news and analyst coverage; and |
| ● | a decreased ability to issue additional securities or obtain
additional financing in the future. |
The National Securities Markets Improvement Act
of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred
to as “covered securities.” Because our securities are listed on Nasdaq, our units, Class A ordinary shares and warrants qualify
as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal
statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity,
then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used
these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state
securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the
sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not
qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to
hold in excess of 20% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 20% of our Class
A ordinary shares.
If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares
sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent. However, we would
not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination
and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you
will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a
result, you will continue to hold that number of shares exceeding 20% and, in order to dispose of such shares, would be required to sell
your shares in open market transactions, potentially at a loss.
If we do not maintain a current and effective prospectus relating
to the Class A ordinary shares issuable upon exercise of the warrants, public holders will only be able to exercise such warrants on a
“cashless basis.”
If we do not maintain a current and effective prospectus
relating to the Class A ordinary shares issuable upon exercise of the public warrants at the time that holders wish to exercise such warrants,
they will only be able to exercise them on a “cashless basis.” As a result, the number of Class A ordinary shares that holders
will receive upon exercise of the public warrants will be fewer than it would have been had such holders exercised their warrants for
cash. Under the terms of the warrant agreement, we have agreed to use our commercially reasonable efforts to 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 you 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. Notwithstanding the foregoing, the private placement warrants and any other warrants that may
be issued to our officers, directors, sponsor or their affiliates may be exercisable for unregistered Class A ordinary shares for cash
even if the prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants is not current and effective.
An investor will be able to exercise a warrant only 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 public warrants will be exercisable for cash
and we will not be obligated to issue Class A ordinary shares unless the shares issuable upon such exercise have been registered or qualified
or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. At the time that the warrants
become exercisable, we expect to continue to be listed on a national securities exchange, which would provide an exemption from registration
in every state. Accordingly, we believe holders in every state will be able to exercise their warrants as long as our prospectus relating
to the Class A ordinary shares issuable upon exercise of the warrants is current. However, we cannot assure you of this fact. 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 way that may be adverse
to holders with the approval by the holders of at least 65% of the then outstanding public warrants.
Our warrants were issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or to 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, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the warrant
agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the
rights of the registered holders of the warrants, provided that the approval by the holders of at least 65% of the then-outstanding public
warrants is required to make any change that adversely affects the interests of the registered holders of public warrants and forward
purchase warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65%
of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants and
forward purchase warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments
could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number
of Class A ordinary shares purchasable upon exercise of a warrant.
We may issue additional Class A ordinary 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 that are contained in our amended and restated memorandum and articles of association.
Any such issuances could substantially dilute the interest of our shareholders and likely present other risks.
Our amended and restated memorandum and articles
of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.001 per share and 10,000,000 Class
B ordinary shares, par value $0.001 per share. As of the date of this Annual Report there are 177,000,000, and 3,750,000 authorized but
unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account
shares reserved for issuance upon exercise of outstanding warrants and the forward purchase warrants, shares issuable upon conversion
of the Class B ordinary shares or shares issued upon the sale of the forward purchase shares. The Class B ordinary shares will be automatically
convertible into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights
or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) at the time
of our initial business combination or earlier at the option of the holders thereof as described herein and in our amended and restated
memorandum and articles of association.
We may issue a substantial number of additional
Class A ordinary shares to complete our initial business combination or under an employee incentive plan after completion of our initial
business combination. We may also issue Class A ordinary shares in connection with our redeeming the warrants or upon conversion of the
Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions
as set forth herein. However our amended and restated memorandum and articles of association provides, among other things, that prior
to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive
funds from the trust account or (ii) vote on any initial business combination. The issuance of additional ordinary shares:
| ● | may significantly dilute the equity interest of our shareholders; |
| ● | could cause a change of 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; |
| ● | may adversely affect prevailing market prices for our units,
Class A ordinary shares and/or warrants; and |
| ● | may not result in adjustment to the exercise price of our
warrants. |
We may redeem your unexpired warrants prior to their exercise
at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem the outstanding public
warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that
the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights
issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period
ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions
are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify
the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above
even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise
your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at
the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which,
at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.
None of the private placement warrants will be redeemable by us, except under certain circumstances, so long as they are held by our sponsor
or its permitted transferees.
In addition, we have the ability to redeem the outstanding
public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum
of 30 days’ prior written notice of redemption provided that the closing price of our Class A ordinary shares equals
or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations
and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such
redemption and provided that certain other conditions are met, including that holders will be able to exercise their
warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value
of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have
received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the
holders for the value of the warrants, including because the number of Class A ordinary shares received is capped at 0.361 Class A ordinary
shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.
None of the private placement warrants will be redeemable
by us, except under certain circumstances, so long as they are held by our sponsor or its permitted transferees.
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 have been satisfied, our management will have the option to require any holder that wishes to exercise its warrant
(including any warrants held by our sponsor, officers, directors or their permitted transferees) 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 warrant for cash. This will have the effect
of reducing the potential “upside” of the holder’s investment in our company.
Our warrants and forward purchase units are accounted for as
liabilities and the changes in value of our warrants could have a material effect on our financial results.
On
April 12, 2021, the staff of the SEC (the “SEC Staff”) issued the Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) dated April 12, 2021 (the “SEC Statement”),
wherein the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified
as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Specifically, the SEC Statement focused on certain
settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained
in the warrant agreement governing our warrants and the forward purchase units. As a result of the SEC Statement, we reevaluated the accounting
treatment of our warrants and forward purchase units, and pursuant to the guidance in ASC 815, Derivatives and Hedging (“ASC 815”),
determined the warrants and forward purchase units should be classified as derivative assets/liabilities measured at fair value on our
balance sheet, with any changes in fair value to be reported each period in earnings on our statement of operations.
As
a result of the recurring fair value measurement, our financial statements may fluctuate quarterly, based on factors which are outside
of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants
and forward purchase units each reporting period and that the amount of such gains or losses could be material.
We have identified
material weaknesses in our internal control over financial reporting. The material weaknesses could continue to adversely affect our ability
to report our results of operations and financial condition accurately and in a timely manner.
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose
any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency,
or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As
described elsewhere in this Annual Report, we identified material weaknesses in our internal control over financial reporting related
to (i) the reclassification of all of our Class A ordinary shares from permanent equity to temporary equity and the revision of our earnings
per share calculation to allocate income and losses pro rata between the Class A ordinary shares and Class B ordinary shares, which resulted
in the restatement of our post-initial public offering balance sheet and our historical financial statements for the affected periods
and (ii) the classification and measurement for the warrants we issued in connection with our initial public offering and private placement
and the forward purchase units, which resulted in a misstatement of our warrant liabilities, additional paid-in capital and accumulated
deficit in our post-initial public offering balance sheet. As a result of these material weaknesses, our management concluded that our
disclosure controls and procedures were not effective as of December 31, 2021.
Any
failure to maintain effective internal control over financial reporting or disclosure controls and procedures could adversely impact our
ability to report our financial position and results of operations on a timely and accurate basis. If our financial statements are not
accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a
timely basis, we could be subject to sanctions or investigations by the stock exchange on which our ordinary shares are listed, the SEC
or other regulatory authorities. In either case, there could result a material adverse effect on our business. Ineffective internal controls
could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading
price of our stock.
We
can give no assurance that the measures we have taken and plan to take in the future will remediate the material weaknesses identified
or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement
and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful
in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities
or errors or to facilitate the fair presentation of our financial statements.
We may face litigation
and other risks as a result of the material weaknesses in our internal control over financial reporting.
We
identified material weaknesses in our internal controls over financial reporting. As a result of such material weaknesses, the reclassification
of all of our Class A ordinary shares from permanent equity to temporary equity and the revision of our earnings per share calculation
to allocate income and losses pro rata between the Class A ordinary shares and Class B ordinary shares, the change in accounting for our
warrants and forward purchase units, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation
or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other
claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements.
As of the date of this Annual Report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that
such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material
adverse effect on our business, results of operations and financial condition or our ability to complete a business combination.
Risks Relating to Our Management Team
Past performance by our management team and their affiliates
may not be indicative of future performance of an investment in the Company.
Information regarding performance by our management
team and their affiliates is presented for informational purposes only. Past performance by our management team and their affiliates is
not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business combination or (2) of success
with respect to any business combination we may consummate. You should not rely on the historical record of our management team and their
affiliates as indicative of future performance of an investment in the company or the returns the company will, or is likely to, generate
going forward.
We are dependent upon our executive officers and directors and
their departure could adversely affect our ability to operate.
Our operations are dependent upon a relatively small
group of individuals and in particular, Ivan Tavrin, our founder, Chairman and Chief Executive Officer, and our directors, Messrs. Israelyan,
Tompsett and Zilber. We believe that our success depends on the continued service of our executive officers and directors, at least until
we have completed our initial business combination. In addition, our executive officers and directors are not required to commit any specified
amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities,
including amongst management time needed for Kismet Three, and for identifying potential business combinations and monitoring the related
due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive
officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on
us.
Our directors may decide not to enforce the indemnification obligations
of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
In the event that the proceeds in the trust account
are reduced and our sponsor asserts that it is unable to satisfy its obligations or that it has no such indemnification obligations related
to a particular claim, our disinterested directors would determine whether to take legal action against our sponsor to enforce its indemnification
obligations. While we currently expect that our disinterested directors would take legal action on our behalf against our sponsor to enforce
its indemnification obligations to us, it is possible that our disinterested directors in exercising their business judgment may choose
not to do so if, for example, the cost of such legal action is deemed by such 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 disinterested directors choose not to enforce
these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may
be reduced below $10.00 per share.
Our ability to successfully effect our initial business combination
and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our
initial business combination. The loss of our or our target’s 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, including, in particular, Ivan Tavrin with regard to our selection of
a target company. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our
key personnel may remain with the target business in senior management or advisory positions following our initial business combination,
it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any
individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove
to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause
us to have to expend time and resources helping them become familiar with such requirements.
Our key personnel may negotiate employment or consulting agreements
with a target business in connection with a particular business combination. 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 the 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. The personal and financial interests of such individuals may influence their motivation
in identifying and selecting a target business, subject to his fiduciary duties under Cayman Islands law. However, we believe the ability
of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our
decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our
key personnel will remain with us after the completion of our initial business combination. We cannot assure you that any of our key personnel
will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with
us will be made at the time of our initial business combination.
Our executive officers and directors will allocate their time
to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict
of interest could have a negative impact on our ability to complete our initial business combination.
Our executive officers and directors are not required
to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our
operations and our search for an initial business combination and their other businesses. We do not intend to have any full-time employees
prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors
for which he may be entitled to substantial compensation and our executive officers are not obligated to contribute any specific number
of hours per week to our affairs. Mr. Tavrin, who serves as our Chairman and Chief Executive Officer, also serves as Chairman and
Chief Executive Officer of Kismet Three. In addition, Mr. Tompsett, one of our directors, also serves as a director of Kismet Three. Our
independent directors also serve as officers or board members for other entities. If our executive officers’ and directors’
other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels,
it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business
combination.
Our executive officers, directors, security holders and their
respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits
our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in
any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may
enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive officers, although
we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business
activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.
The personal and financial interests of our directors
and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination.
Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in
a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate
and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter
of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’
rights. However, we might not ultimately be successful in any claim we may make against them for such reason.
Our executive officer and one of our directors are now, and our
executive officers and directors may in the future become, affiliated with entities engaged in business activities similar to those intended
to be conducted by us, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time
and determining to which entity a particular business opportunity should be presented.
Until we consummate our initial business combination, we intend to
engage in the business of identifying and combining with one or more businesses. Our executive officer and one of our directors are now,
and our executive officers and directors may in the future become, affiliated with entities that are engaged in business activities similar
to those intended to be conducted by us. In addition, our sponsor and certain of our directors have, and our sponsor, officers and directors
may in the future, participate in the formation of, or become an officer or director of, any other blank check company prior to completion
of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether
to present business combination opportunities to us or to any other blank check company with which they may become involved, subject to
our officers’ and directors’ fiduciary duties under Cayman Islands law. In particular, an affiliate of our sponsor currently
sponsors one other blank check company, Kismet Three, and Mr. Tavrin is Chairman and Chief Executive Officer of Kismet Three. In
addition, Mr. Tompsett, one of our directors, also serves as a director of Kismet Three. Any such companies, including Kismet Three, may
present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts with
Kismet Three would materially affect our ability to complete our initial business combination, because our management team has significant
experience in identifying and executing multiple acquisition opportunities simultaneously, and we believe there are multiple potential
opportunities within the industries and geographies of our primary focus. In addition, Kismet Three raised $287.5 million in its
initial public offering and, as such, we are generally seeking smaller acquisition opportunities than Kismet Three.
As the number of special purpose acquisition companies increases,
there may be more competition to find an attractive target for an initial business combination. This could increase the costs associated
with completing our initial business combination and may result in our inability to find a suitable target for our initial business combination.
In recent years, the number of special purpose acquisition
companies that have been formed has increased substantially. Many companies have entered into business combinations with special purpose
acquisition companies, and there are still many special purpose acquisition companies seeking targets for their initial business combination,
as well as many additional special purpose acquisition companies currently in registration. As a result, at times, fewer attractive targets
may be available, and it may require more time, effort and resources to identify a suitable target for an initial business combination.
In addition, because there are more special purpose
acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets
with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive
deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions or increases in
the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase
the cost of, delay or otherwise complicate or frustrate our ability to find a suitable target for and/or complete our initial business
combination.
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.
In recent months, the market for directors and officers
liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer insurance
companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased
and the terms of such policies have generally become less favorable. These trends may continue into the future.
The increased cost and decreased availability of
directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete 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 and/or accept less favorable terms. Furthermore,
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, after completion of any initial business combination,
our directors and officers could be subject to potential liability from claims arising from conduct alleged to have occurred prior to
such initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity
may 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.
Risks Relating to the Trust Account
The securities in which we invest the funds held in the trust
account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption
amount received by public shareholders may be less than $10.00 per share.
The proceeds held in the trust account will be invested
only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S.
government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent
years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal
Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we
are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles
of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus
any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000
of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount
received by public shareholders may be less than $10.00 per share.
If third parties bring claims against us, the proceeds held in
the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.
Our placing of funds in the trust account may not
protect those funds from third-party claims against us. Although we seek to have all vendors, service providers, prospective target
businesses and other entities with which we do business, except our independent registered public accounting firm, execute agreements
with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public
shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing
claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar
claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim
against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims
to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will enter into
an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would
be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage a third party that
refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management
to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find
a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they
may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse
against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination
within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will
be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following
redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per share
initially held in the trust account, due to claims of such creditors. In order to protect the amounts held in the trust account, our sponsor
agreed it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective
target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account. This
liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the
trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities,
including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a
third party, then our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently
verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we have not asked our sponsor to reserve for
such indemnification obligations. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result,
if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions
could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination,
and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
You will not have any rights or interests in funds from the trust
account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares
and/or warrants, potentially at a loss.
Our public shareholders will be entitled to receive
funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in
connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein,
(ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum
and articles of association (A) to modify the substance or timing of our obligation to 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 by February 22, 2023
or (B) with respect to any other provision 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 by February 22, 2023, subject to applicable
law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote
described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion
of an initial business combination or liquidation if we have not completed an initial business combination by February 22, 2023, with
respect to such Class A ordinary shares so redeemed. In no other circumstances will a public shareholder have any right or interest of
any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the
warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
Risks Relating to Target Businesses in Emerging Markets
Emerging markets are subject to different risks as compared to
more developed markets.
We
intend to focus on companies in EMEA, including emerging markets. Operating a business in emerging markets, can involve a greater
degree of risk than operating a business in more developed markets, including, in some cases, increased political, economic and legal
risks. Emerging market governments and judiciaries often exercise broad, unchecked discretion and are susceptible to abuse and corruption.
Moreover, financial turmoil in any emerging market country tends to adversely affect the value of investments in all emerging market countries
as investors move their money to more stable, developed markets. As has happened in the past, financial problems or an increase in the
perceived risks associated with investing in companies in emerging economies could dampen foreign investment in emerging markets . Generally,
investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved
in, and are familiar with, investing in emerging markets.
Social and other risks could adversely affect the value of investments
in emerging markets.
Emerging markets, are prone to social risks and
increased lawlessness. Corruption and other illegal activities could disrupt the company or the target business’ ability to conduct
its business effectively, and claims that the company or the target business was involved in such corruption or illegal activities could
generate negative publicity, either of which could harm the company or the target business’ financial condition, results of operations
or prospects. In addition, rising unemployment, forced unpaid leave, wages in arrears and a weakening economy have in some cases in the
past led to and could in the future lead again to labor and social unrest, a mood of protest, and a rise in nationalism against migrant
workers. Such labor and social unrest could disrupt ordinary business operations, which also could materially adversely affect the company
or the target business’ financial condition, results of operations or prospects.
Members of our management team have extensive experience, and
a significant network of business relationships and contacts, in international jurisdictions. As a result, certain of these members may
be, or may become, involved in governmental investigations and proceedings, litigation, negative publicity or other events that could
adversely affect us.
During the course of their careers, members of our
management team have been employed by, served as board members of, founded or invested in, and otherwise assisted many companies in international
jurisdictions, including Russia, and have developed a significant network of business relationships and contacts in such jurisdictions.
In particular, Mr. Tavrin, our Chairman and Chief Executive Officer, is a Russian citizen and has current and past affiliations with a
number of Russian businesses. As a result of their involvement with companies in these jurisdictions and their significant network of
contacts, certain of those members may currently be, or may in the future become, involved in governmental investigations and proceedings,
litigation, negative publicity or other events or occurrences relating to the business affairs of such companies and the business relationships
and contacts with which they have been, may be, or may become in the future, affiliated. Any such investigations, proceedings, litigations,
negative publicity or other events occurrences may have an adverse impact on us. For example, any of the foregoing may: divert our management
team’s and board’s attention and resources away from identifying and selecting a target business or businesses for our initial
business combination; make it more difficult for us to complete an initial business combination, including as a result of target perception
and delays in obtaining, or inability to obtain, certain regulatory approvals, particularly if we pursue a target business with U.S. connections;
and adversely impact our reputation, business, results of operations and financial condition.
General Risk Factors
If we are deemed to be an investment company under the Investment
Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it
difficult for us to complete our initial business combination.
If we are deemed to be an investment company under
the Investment Company Act, our activities may be restricted, including:
| ● | restrictions on the nature of our investments; and |
| ● | restrictions on the issuance of securities, each of which
may make it difficult for us to complete our initial business combination. |
In addition, we may have imposed upon us burdensome
requirements, including:
| ● | registration as an investment company with the SEC; |
| ● | adoption of a specific form of corporate structure; and |
| ● | reporting, record keeping, voting, proxy and disclosure requirements
and other rules and regulations that we are not currently subject to. |
In order not to be regulated as an investment company
under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other
than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or
trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and
cash items) on an unconsolidated basis. Our business is to identify and complete a business combination and thereafter to operate the
post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit
from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our principal activities
are subject us to the Investment Company Act. To this end, the proceeds held in the trust account are only invested in U.S. “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct
U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets.
By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses
for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to
avoid being deemed an “investment company” within the meaning of the Investment Company Act. An investment in our securities
is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account
is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our primary business objective, which
is a business combination; (ii) absent an initial business combination, our return of the funds held in the trust account to our public
shareholders as part of our redemption of the public shares, and (iii) the redemption of any public shares properly tendered in connection
with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing
of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by February 22, 2023 or (B)
with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity. If we do
not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject
to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have
not allotted funds and may hinder our ability to complete our initial business combination. If we are unable to complete our initial business
combination within the required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain
circumstances, on the liquidation of our trust account, and our warrants will expire worthless.
Changes in laws or regulations, or a failure to comply with any
laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination,
and results of operations.
We are subject to laws and regulations enacted by
national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements.
Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations
and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our
business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted
and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business
combination, and results of operations.
We are an emerging growth company and a smaller reporting company
within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging
growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult
to compare our performance with other public companies.
We are an “emerging growth company”
within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result,
our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to
five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares
held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no
longer be an emerging growth company as of the end of such fiscal year. 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 election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when
a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,
can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has
opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards
used.
Additionally, we are a “smaller reporting
company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds
$250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year
and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 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.