Part
I.
Item 1. Business.
Overview
We are a blank check company
incorporated as a Cayman Islands exempted company on March 23, 2021, for the purpose of effectuating a merger, share exchange, asset
acquisition, share purchase, reorganization or other similar business combination with one or more businesses (the “business combination”).
While we are not limited to a particular industry or geographic region for purposes of consummating a business combination, we intend
to focus our search for a target business operating in the automotive and mobility industry. We are an early stage and emerging growth
company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies.
While efforts to identify
a target business may span many industries, our focus will be predominantly within the mobility-related ecosystem and its surrounding
adjacencies. This landscape encompasses traditional automotive sectors as well as technological subsectors that are driving the advancement
of the industry as a whole. Most notably this includes autonomous, connected, electric and shared (“ACES”) mobility, yielding
a market opportunity that is large, highly diverse, and poised for growth through digitalization. We believe numerous subsectors are adjacent
to the broader mobility ecosystem, which include, but are not limited to manufacturing, hard and soft technology around autonomy, connectivity,
subscriptions, digital retailing, financial services, insurtech, maintenance and repair, aftermarket, telematics, logistics and supply
chain management.
Our sponsor is a partnership
between members of our board of directors; EVM-1A, LLC, a Delaware limited liability company; 10X Capital; ASJC Global LLC – Series
17 and Cohen Sponsor LLC – A17 RS. We intend to source initial business combination opportunities through our sponsor and management
team’s expansive network of mobility-related business leaders, public and private company executives and board members, investment
bankers, private equity and debt investors, high net worth individuals and their advisors, commercial bankers, attorneys, management consultants,
accountants and other transaction intermediaries.
On April 7, 2021, the sponsor
paid $25,000 in consideration for 7,187,500 Class B ordinary shares (the “founder shares”). On September 3, 2021, the company
effected a share capitalization of an additional 2,395,833 Class B ordinary shares, resulting in an aggregate of 9,583,333 Class B ordinary
shares outstanding. On September 27, 2021, the company surrendered 1,916,666 Class B ordinary shares for no consideration, resulting in
an aggregate of 7,666,667 Class B ordinary shares. On December 14, 2021, the company effected a share capitalization of 766,666 Class
B ordinary shares, resulting in the initial shareholders holding an aggregate of 8,433,333 founder shares. The founder shares included
an aggregate of up to 1,100,000 Class B ordinary shares subject to forfeiture by the sponsor to the extent that the underwriters’
over-allotment option was exercised in full or in part, so that the sponsor and its permitted transferees would own, on an as-converted
basis, 25% of the company’s issued and outstanding shares after our initial public offering. On December 17, 2021, with the partial
exercise of the underwriters’ over-allotment option, 1,000,000 Class B ordinary shares were no longer subject to forfeiture, leaving
100,000 Class B ordinary shares subject to forfeiture
The registration statement
for our initial public offering was declared effective on December 14, 2021. On December 17, 2021, we consummated our initial
public offering of 25,000,000 units (the “units” and, with respect to the Class A ordinary shares included in the units sold,
the “public shares”), including the issuance of 3,000,000 units as a result of the underwriter’s partial exercise of
its over-allotment option, at a price of $10.00 per unit, generating gross proceeds of $250,000,000. Each whole warrant entitles the holder
thereof to purchase one ordinary share for $11.50 per share, subject to adjustment.
Substantially concurrently
with the closing of our initial public offering, we completed the private sale of 1,140,000 private placement units (the “private
placement units”) at a purchase price of $10.00 per private placement unit, to our sponsor, Cantor Fitzgerald & Co. (“Cantor”)
and Moelis & Company Group, LP (“Moelis LP”), an affiliate of Moelis & Company, LLC (“Moelis”), generating
gross proceeds of $11,400,000. The private placement units are identical to the units sold as part of the units in our initial public
offering except that, no underwriting discounts or commissions were paid with respect to the sale of the private placement units.
Following the closing of our
initial public offering on December 17, 2021, an amount of $255,000,000, comprised of proceeds from our initial public offering and
the sale of the private placement units, was placed in a U.S.-based trust account (the “trust account”), and will be invested
only in U.S. government treasury obligations with maturities 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, until the earlier of: (i)
the completion of a business combination and (ii) the distribution of the funds held in the trust account, as described below.
Our management has broad discretion
with respect to the specific application of the net proceeds of our initial public offering and the sale of the private placement units,
although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. The New
York Stock Exchange (the “NYSE”) rules provide that the business combination must be with one or more target businesses that
together have a fair market value equal to at least 80% of the balance in the trust account (excluding taxes payable on income earned
on the trust account) at the time of the signing of a definitive agreement to enter a business combination. We will only complete a business
combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act of 1940, as amended (the “Investment Company Act”).
We intend to effectuate our
initial business combination using cash from the proceeds of our initial public offering and the sale of the private placement units,
the proceeds of the sale of our shares in connection with our initial business combination pursuant to the forward purchase agreements
(or backstop agreements we may enter into or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders
or the owners of the target, or a combination of the foregoing or other sources.
We will provide our public
shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of a business combination either
(i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The public
shareholders will be entitled to redeem their public shares for a pro rata portion of the amount held in the trust account ($10.20 per
share), calculated as of two business days prior to the completion of a business combination, including any pro rata interest earned on
the funds held in the trust account and not previously released to pay its tax obligations. There will be no redemption rights upon the
completion of a business combination with respect to our warrants. The per-share amount to be distributed to public shareholders who redeem
their public shares will be reduced by the deferred underwriting commissions we pay to the underwriters of our initial public offering.
We will have until 18 months
from the closing of our initial public offering (the “combination period”) to complete a business combination. If we are unable
to complete a business combination within the combination period, we will (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding 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 (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), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders
and our board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman law to provide for claims of
creditors and the requirements of other applicable law.
Effecting a Business Combination
Market Opportunity &
Industry Overview
Technological advancements
are enabling the development of cars that are autonomous, connected, and electric. These advancements are transforming how consumers gain
access to vehicles and accelerating the adoption of digital retailing and new mobility solutions. The mobility sector supporting ACES
is diverse and highly fragmented. This presents opportunities across the industry, directly related to ACES, as well as ancillary business
models supporting the automotive ecosystem. Ancillary business models include vehicle subscriptions, digital retailing, financial services,
insurtech, maintenance and repair, aftermarket, telematics, logistics, supply chain, and more.
In an already fragmented industry,
start-ups have emerged and are leading technological advancements. Well over 2,000 start-ups have been identified across the mobility
landscape, of which we believe many will be consolidated and a smaller number of market leaders will emerge. We believe this represents
a significant number of companies that may be interested in becoming a public company and that a business combination transaction with
a special purpose acquisition company like ours would offer an attractive alternative to a traditional initial public offering.
We will target innovative,
forward-thinking businesses with the potential to help lead the disruption and consolidation across the mobility ecosystem. Our focus
will be on compelling technology-driven companies that will accelerate their growth trajectories in a post-pandemic world and benefit
from access to public markets, as well as our sponsorship. Given our management team’s extensive global network of entrepreneurs,
operating partners, and financial partners we believe that we are able to benefit from a significant pipeline of proprietary opportunities.
Our Competitive Advantages
We intend to employ a strategic
and flexible acquisition framework to identify a target that can leverage the experience and operational expertise of our founders. We
seek to use our experience to identify and negotiate a business combination transaction with an enduring business model that meets our
investment criteria. We believe the combined experiences of the members of our management team, advisors and board of directors present
a compelling value proposition for mobility companies looking for alternatives to a traditional IPO.
Over the course of their careers,
the members of our management team, board of directors and their affiliates have developed a broad network of contacts and corporate relationships
that we believe will serve as a useful source for opportunities. While the mobility market presents a significant number of potential
targets, we believe that our on-the-ground familiarity with the landscape gives us an advantage in sourcing high-quality business combination
targets. This network has been developed through both investing and operating experience across the mobility ecosystem. We expect that
this network across the industry will provide us with a robust flow of potential opportunities.
Our key differentiators:
| ● | Track record of launching and stewarding the growth of leading automotive/mobility companies in both the
public and private markets; |
| ● | Proven experience in financing and scaling automotive/mobility companies; |
| ● | Experience in founding and leading top automotive/mobility companies, establishing partnerships and JVs,
leading M&A activity, and taking companies public; |
| ● | Reputation for being “first-movers” across cycles, industries and geographies; |
| ● | Proven experience in launching and leading new, disruptive companies in the mobility ecosystem; |
| ● | Broad and deep network of relationships across the entire automotive industry/mobility ecosystem, providing
sources of acquisition opportunities; |
| ● | Established senior-level relationships with OEMs, captive finance companies, and automotive/mobility start-ups
across the world; |
| ● | Experience and knowledge to guide and advise leading management teams in their transition from the private
to the public markets. |
We believe our management’s
expertise will make our SPAC an attractive business combination partner to potential acquisition targets. We offer mobility companies
an alternative to the traditional public offering, and such alternative would provide liquidity to investors and employees, create another
currency for acquisitions in the form of publicly-traded equity, and increase their profile with customers, partners and investors. We
believe we will be perceived by such companies as an attractive partner to for a business combination transaction due to our management
team’s experience identifying, creating, operating, growing and monetizing businesses and accessing the U.S. capital markets.
Additional Disclosures
Sourcing of Potential
Initial Business Combination
We believe our management
team and the members of our board of directors’ significant operating and transaction experience and relationships will provide
us with a substantial number of potential initial business combination targets.
Over the course of their careers,
the members of our management team and board of directors have developed a broad network of contacts and corporate relationships around
the world. This network has provided our management team and members of our board of directors with a flow of referrals in the past and
we believe that this network will serve as an important source of potential business combination targets in the future. In addition, we
anticipate that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment
market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions.
We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing
the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors.
In the event we seek to complete an initial business combination with a target that is affiliated (as defined in our amended and restated
memorandum and articles of association) with our sponsor, executive officers or directors, we, or a committee of independent directors,
would obtain an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly
renders valuation opinions stating that the consideration to be paid by us in such an initial business combination is fair to our company
from a financial point of view. We are not required to obtain such an opinion in any other context.
Members of our management
team and our board of directors will directly or indirectly own founder shares and/or private placement units following the offering,
including through their ownership in the sponsor, as set forth in “Principal Shareholders,” and, accordingly, may have a conflict
of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business
combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business
combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any
agreement with respect to our initial business combination.
Each of our officers and directors
presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities (including other
special purpose acquisition companies with which they are or may become involved) pursuant to which such officer or director is or will
be required to present a business combination opportunity to such entity before presenting it to us. Accordingly, if any of our officers
or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary
or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such other entity, subject to their fiduciary duties under Cayman law. Our officers and directors also may choose to present
business opportunities to other entities (including other special purpose acquisition companies). Our directors and officers are not required
to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time
amongst various business activities, including identifying potential business combination targets. See “Risk Factors — Risks
Relating to Our Management Team and Conflicts of Interest — Certain of our directors and officers are now, and all of them may in
the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly,
may have conflicts of interest in determining to which entity a particular business opportunity should be presented.” Our amended
and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual
serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging
directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy
in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for
any director or officer, on the one hand, and us, on the other.
Acquisition Criteria
We have identified the following
general criteria and guidelines which we believe are important in evaluating prospective target businesses, but are not exhaustive. We
will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination
with a target business that does not meet these criteria and guidelines. We believe our team’s significant operating and deal-making
experience and relationships will give us a number of competitive advantages and will present us with a substantial number of potential
business combination targets, particularly in the mobility sector. The factors we will consider include growth prospects, competitive
dynamics, opportunities for consolidation and need for capital investment. We intend to acquire one or more businesses that we believe
have the following:
| ● | Differentiated, transformational business model and/or technology, focused on advancing the future of
mobility; |
| ● | Validated business model, ability to scale, and a proven product-market fit; |
| ● | Strong historical revenue trajectory and profitability (or clear path to profitability); |
| ● | Equipped to operate in the scrutiny of public markets and will have strong management, corporate governance
and reporting policies in place; |
| ● | Sophisticated management team that has a proven track record and ability to create long-term shareholder
value; |
| ● | Expectation of attractive returns for shareholders; and |
| ● | Poised for transformation that can be accelerated by our management team and infusion of capital. |
These criteria are not intended
to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant,
on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event
that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will
disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination,
which would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the Securities and
Exchange Commission, or the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass,
among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections
of facilities, as well as reviewing financial and other information which will be made available to us.
If any of our directors or
officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has
pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such
entity prior to presenting such business combination opportunity to us. Our directors and officers currently have fiduciary duties or
contractual obligations that may take priority over their duties to us.
Corporate Information
Our executive offices are
located at 4001 Kennett Pike, Suite 302, Wilmington, DE 19807 and our telephone number is (302) 273-0014.
Mail addressed to the company
and received at its registered office will be forwarded unopened to the forwarding address supplied by the company to be dealt with. None
of the company or its directors, officers, advisors or service providers (including the organization which provides registered office
services in the Cayman Islands) will bear any responsibility for any delay howsoever caused with regards to mail reaching the forwarding
address.
Status as a Public Company
We believe our structure will
make us an attractive business combination partner to target businesses. As an existing public company, we offer target businesses an
alternative to the traditional initial public offering through a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination. In this situation, the owners of the target business would exchange their equity securities, shares or
shares of stock in the target business for our shares or for a combination of our shares and cash, allowing us to tailor the consideration
to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe
target businesses will find this method a more certain and cost-effective method to becoming a public company than the typical initial
public offering. In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting
efforts that may not be present to the same extent in connection with a business combination with us.
Furthermore, once a proposed
business combination is completed, the target business will have effectively become public, whereas an initial public offering is always
subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent
the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means
of providing management incentives consistent with shareholders’ interests. It can offer further benefits by augmenting a company’s
profile among potential new customers and vendors and aid in attracting talented employees.
We are an “emerging
growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of
the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual
gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value
of our ordinary shares that is held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal
quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year
period.
Additionally, we are a “smaller
reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced
disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller
reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals
or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100
million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million
as of the end of that year’s second fiscal quarter.
Financial Position
With funds available for a
business combination initially in the amount of $244,750,000 assuming no redemptions and after payment of up to $9,515,000 of deferred
underwriting fees and the fee payable to the underwriters pursuant to the Business Combination Marketing Agreement of $3,795,000 (the
“marketing fee”), in each case, after estimated offering expenses of $500,000 (and prior to any working capital expenses following
our initial public offering), we offer a target business a variety of options such as creating a liquidity event for its owners, providing
capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because
we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing,
we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target
business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance
it will be available to us.
Effecting Our Initial
Business Combination
We are not presently engaged
in, and we will not engage in, any operations for an indefinite period. We intend to effectuate our initial business combination using
cash from the proceeds of our initial public offering and the sale of the private placement units, our shares, debt or a combination of
these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination with
a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the
numerous risks inherent in such companies and businesses.
If our initial business combination
is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in
connection with our initial business combination or the redemptions of our public shares, we may apply the balance of the cash released
to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction
company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the
purchase of other companies or for working capital.
We have not selected any business
combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with
any business combination target.
We may seek to raise additional
funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and
we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust
account.
In the case of an initial
business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing
the business combination would disclose the terms of the financing and, only if required by law or we decide to do so for business or
other reasons, we would seek shareholder approval of such financing. There are no prohibitions on our ability to raise funds privately
or through loans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding
with any third party with respect to raising any additional funds through the sale of securities or otherwise.
Selection of a target
business and structuring of our initial business combination
The NYSE rules require that
we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held
in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account).
Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors
is not able to independently determine the fair market value of our initial business combination (including with the assistance of strategic
and financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry
Regulatory Authority, Inc. or FINRA, or another independent entity that commonly renders valuation opinions with respect to the satisfaction
of such criteria. Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion
that the price we are paying is fair to our company from a financial point of view. While we consider it likely that our board of directors
will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do
so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as
to the value of the target’s assets or prospects. Additionally, pursuant to the NYSE rules, any initial business combination must
be approved by a majority of our independent directors.
We anticipate structuring
our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire
100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination
such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to
meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination
if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company
Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting
securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction
company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a
transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other
equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority
of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned
or acquired is what will be taken into account for purposes of the NYSE’s 80% fair market value test. If the initial business combination
involves more than one target business, the aggregate value of all of the target businesses will be taken into account for purposes of
the 80% fair market value test.
We are subject to the rules
and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other
obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
To the extent we effect our
initial business combination with a company or business that may be financially unstable or in its early stages of development or growth
we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks
inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
In evaluating a prospective
target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent
management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information,
which will be made available to us.
The time required to select
and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process,
are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of
a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another business combination.
Lack of business diversification
For an indefinite period of
time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance
of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or
several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in
a single line of business.
By completing our initial
business combination with only a single entity our lack of diversification may subject us to 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.
Limited ability to evaluate
the target’s management team
Although we intend to closely
scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination
with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management
may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of
our management team, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more
of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of
them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that
members of our management team will have significant experience or knowledge relating to the operations of the particular target business.
We cannot assure you that
any of our key personnel will remain in senior management or advisory positions with the post-transaction company. The determination as
to whether any of our key personnel will remain with the post-transaction company will be made at the time of our initial business combination.
Following our initial business
combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure
you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge
or experience necessary to enhance the incumbent management.
Shareholders may not
have the ability to approve our initial business combination
We may conduct redemptions
without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum
and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing
requirement, or we may decide to seek shareholder approval for business or other reasons.
Under the rules of the NYSE,
shareholder approval would be required for our initial business combination if, for example:
| ● | we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or
in excess of 20% of the number of ordinary shares then outstanding or (b) have voting power equal to or in excess of 20% of the voting
power then outstanding; |
| ● | any of our directors, officers or substantial security holders (as defined by the rules of the NYSE) has
a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of ordinary shares
to be issued, or if the number of ordinary shares into which the securities may be convertible or exercisable, exceeds either (a) 1% of
the number of ordinary shares or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers
or (b) 5% of the number of ordinary shares or 5% of the voting power outstanding before the issuance in the case of any substantial security
holders; or |
| ● | the issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
The Companies Act and Cayman
Islands law do not currently require, and we are not aware of any other applicable law that will require, shareholder approval of our
initial business combination.
Permitted purchases and
other transactions with respect to our securities
In the event we seek shareholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant
to the tender offer rules, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares
or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination. There is no limit on the number of securities such persons may purchase. Additionally, at any time at or prior to our initial
business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors,
officers, advisors or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives
to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However,
they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for
any such transactions. In the event our initial shareholders, directors, officers, advisors or any of their affiliates determine to undertake
any such transactions, such transactions could have the effect of influencing the vote necessary to approve such transaction. None of
the funds held in the trust account will be used to purchase public shares or warrants in such transactions. Such persons will be subject
to restrictions in making any such purchases when they are in possession of any material non-public information or if such purchases are
prohibited by Regulation M under the Exchange Act. 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.
We will adopt an insider trading policy which will require insiders to (1) refrain from purchasing securities during certain blackout
periods and when they are in possession of any material non-public information and (2) clear certain trades prior to execution. We cannot
currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several
factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either
make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.
In the event that our sponsor,
directors, officers, advisors or any of their respective affiliates purchase shares in privately negotiated transactions from public shareholders
who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such
selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial
business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender
offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however,
if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required
to comply with such rules.
The purpose of such transaction
could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of our
initial business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the
warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with
a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination,
where it appears that such requirement would otherwise not be met. 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 securities 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.
Our sponsor, directors, officers,
advisors and/or any of their respective affiliates anticipate that they may identify the shareholders with whom our sponsor, directors,
officers, advisors or any of their respective affiliates may pursue privately negotiated transactions by either the shareholders contacting
us directly or by our receipt of redemption requests submitted by shareholders (in the case of public shares) following our mailing of
tender offer or proxy materials in connection with our initial business combination. To the extent that our sponsor, directors, officers,
advisors or any of their respective affiliates enter into private transactions, they would identify and contact only potential selling
or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against
our initial business combination. Such persons would select the shareholders from whom to acquire shares based on the number of shares
available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price
per share paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to
redeem its shares in connection with our initial business combination. Our sponsor, directors, officers, advisors or any of their respective
affiliates will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the
other federal securities laws.
Any purchases by our sponsor,
directors, officers and/or any of their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will
be restricted unless such purchases are made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under
Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order
for the safe harbor to be available to the purchaser. Our sponsor, directors, officers and/or any of their respective affiliates will
be restricted from making purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
Redemption rights for
public shareholders upon completion of our initial business combination
We will provide our public
shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business
days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and
not previously released to us to pay our taxes (which interest shall be net of taxes payable), divided by the number of then issued and
outstanding public shares, subject to the limitations described herein. At the completion of our initial business combination, we will
be required to purchase any ordinary shares properly delivered for redemption and not withdrawn. The amount in the trust account is initially
anticipated to be $10.20 per public share. The per-share amount we will distribute to investors who properly redeem their shares will
not be reduced by the deferred underwriting commissions and marketing fee we will pay to the underwriters. The redemption rights will
include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption
rights upon the completion of our initial business combination with respect to our warrants. Our initial shareholders, directors and officers
have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any
founder shares, private placement shares and public shares held by them in connection with the completion of our initial business combination.
Manner of Conducting
Redemptions
We will provide our public
shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
either (1) in connection with a general meeting called to approve the business combination or (2) by means of a tender offer. The decision
as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely
in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction
would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share
purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions
where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles
of association would typically require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the
tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange listing requirement or we choose
to seek shareholder approval for business or other reasons.
If a shareholder vote is not
required and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated
memorandum and articles of association:
| ● | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate
issuer tender offers; and |
| ● | file tender offer documents with the SEC prior to completing our initial business combination which contain
substantially the same financial and other information about the initial business combination and the redemption rights as is required
under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
Upon the public announcement
of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate
any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market, in order to comply with Rule 14e-5
under the Exchange Act.
In the event we conduct redemptions
pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)
under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer
period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public
shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible
assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained
in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase,
we will withdraw the tender offer and not complete such initial business combination.
If, however, shareholder approval
of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval for
business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association:
| ● | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange
Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
| ● | file proxy materials with the SEC. |
We expect that a final proxy
statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy
statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct
redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive
and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our NYSE listing
or Exchange Act registration.
In the event that we seek
shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our
public shareholders with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval,
we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which
requires the affirmative vote of holders of a majority of ordinary shares who attend and vote at a general meeting of the company. In
such case, pursuant to the terms of a letter agreement entered into with us, our initial shareholders have agreed (and their permitted
transferees will agree) to vote their founder shares, private placement shares and any public shares held by them in favor of our initial
business combination. Our directors and officers also have agreed to vote in favor of our initial business combination with respect to
public shares acquired by them, if any. We expect that at the time of any shareholder vote relating to our initial business combination,
our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled
to vote thereon. Each public shareholder may elect to redeem their public shares without voting and, if they do vote, irrespective of
whether they vote for or against the proposed transaction. In addition, our initial shareholders, directors and officers have entered
into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares,
private placement shares and public shares held by them in connection with the completion of a business combination.
Our amended and restated memorandum
and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets
to be less than $5,000,001 following such redemptions. Redemptions of our public shares may also be subject to a higher net tangible asset
test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination
may require: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working capital
or other general corporate purposes; or (3) the retention of cash to satisfy other conditions in accordance with the terms of the proposed
business combination. In the event the aggregate cash consideration we would be required to pay for all public shares that are validly
submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination
exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary
shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination
(including, potentially, with the same target).
Limitation on redemption
upon completion of our initial business combination if we seek shareholder approval
Notwithstanding the foregoing
redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection
with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association
provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting
in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares
with respect to excess shares, without our prior consent. We believe this restriction will discourage shareholders from accumulating large
blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed
business combination as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the
then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of
15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are
not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting
our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering, we believe we will limit
the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination,
particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth
or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including
excess shares) for or against our initial business combination.
Tendering share certificates
in connection with a tender offer or redemption rights
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 scheduled 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 using The Depository Trust Company’s
DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination. The tender offer or
proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination
will indicate whether we are requiring public shareholders to satisfy such delivery requirements, which will include the requirement that
a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have from the
time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled
vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise
its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the
case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote.
However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional
notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it
is advisable for shareholders to use electronic delivery of their public shares.
There is a nominal cost associated
with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer
agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass
this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise
redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the
timing of when such delivery must be effectuated.
The foregoing is different
from the procedures used by some blank check companies. In order to perfect redemption rights in connection with their business combinations,
some blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a
holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking
to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange
for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window”
after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market.
If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his
or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit
before the general meeting, would become “option” rights surviving past the completion of the business combination until the
redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming
holder’s election to redeem is irrevocable once the business combination is approved.
Any request to redeem such
shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or two business days prior to the
scheduled date of the general meeting set forth in our proxy materials, as applicable (unless we elect to allow additional withdrawal
rights). Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and
subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer
agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public
shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.
If our initial business combination
is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be
entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates
delivered by public holders who elected to redeem their shares.
If our initial proposed business
combination is not completed, we may continue to try to complete a business combination with a different target until 18 months from the
closing of our initial public offering or during any extension period.
Redemption of public
shares and liquidation if no initial business combination
Our sponsor, directors and
officers have agreed that we will have only 18 months from the closing of our initial public offering to complete our initial business
combination. If we have not completed our initial business combination within such 18-month period or during any extension period, we
will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 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 (less
up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then
issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidating distributions, if any); and (3) 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 each case to our
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no
redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial
business combination within the allotted time period.
Our initial shareholders have
entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account
with respect to their founder shares if we fail to complete our initial business combination within 18 months from the closing of our
initial public offering or during any extension period. However, if our initial shareholders acquire public shares, they will be entitled
to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination
within the allotted time period.
Our sponsor, directors and
officers have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum
and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from
the closing of our initial public offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial
business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares
upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (which interest
shall be net of taxes payable), divided by the number of then issued and outstanding public shares. However, we may not redeem our public
shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions.
We expect that all costs and
expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining
out of the $1,500,000 of proceeds from our initial public offering and the sale of the private placement units not deposited in the trust
account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient
to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued
in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of
such accrued interest to pay those costs and expenses.
If we were to expend all of
the net proceeds of our initial public offering and the sale of the private placement units, other than the proceeds deposited in the
trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received
by shareholders upon our dissolution would be approximately $10.20. The proceeds deposited in the trust account could, however, become
subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you
that the actual per-share redemption amount received by shareholders will not be substantially less than $10.20. While we intend to pay
such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
Although we will seek to have
all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do
business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account
for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such
agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement,
breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case
in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third
party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis
of the alternatives available to it and will 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
have not completed our initial business combination within the required time period, 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. Our sponsor has agreed that it will be liable to us if and to the extent
any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target
business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below
(1) $10.20 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of
the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to
pay taxes, except as 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. 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 believe that our sponsor’s only assets are securities
of our company and, therefore, our sponsor may not be able to satisfy those obligations. None of our other officers will indemnify us
for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds
in the trust account are reduced below (1) $10.20 per public share or (2) such lesser amount per public share held in the trust account
as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount
of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations
or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take
legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you
that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.20 per share.
We will seek to reduce the
possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service
providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be
liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including
liabilities under the Securities Act. We have access to up to $1,500,000 from the proceeds of our initial public offering and the sale
of the private placement units, with which to pay any such potential claims (including costs and expenses incurred in connection with
our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently
determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be
liable for claims made by creditors.
If we file a winding-up or
bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in
the trust account could be subject to applicable insolvency law, and may be included in our insolvency estate and subject to the claims
of third parties with priority over the claims of our shareholders. To the extent any insolvency claims deplete the trust account, we
cannot assure you we will be able to return $10.20 per share to our public shareholders. Additionally, if we file a winding-up or bankruptcy
petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by
shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a bankruptcy
court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having
breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims
of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure
you that claims will not be brought against us for these reasons.
Our public shareholders will
be entitled to receive funds from the trust account only upon the earliest to occur of: (1) 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; (2) the redemption of any public shares properly submitted 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 our initial business combination within
18 months from the closing of our initial public offering or (B) with respect to any other provision relating to shareholders’ rights
or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business
combination within 18 months from the closing of our initial public offering, subject to applicable law. In no other circumstances will
a shareholder have any right or interest of any kind to or in the trust account. Holders of warrants will not have any right to the proceeds
held in the trust account with respect to the warrants.
Competition
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. Additionally, the number of blank check companies looking for business
combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons
that have significant experience with completing business combinations. 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 units, 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 a business combination. If we have not completed our initial business combination
within the required time period, our public shareholders may receive only approximately $10.20 per share, or less in certain circumstances,
on the liquidation of our trust account and our warrants will expire worthless.
Employees
We currently have four officers
and do not intend to have any full-time employees prior to the completion of our initial business combination. Members of our management
team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem
necessary to our affairs until we have completed our initial business combination. The amount of time that any such person will devote
in any time period will vary based on the status of the proposed business combination and, if the proposed business combination is not
consummated, whether a different target business has been selected for our initial business combination and the current stage of the business
combination process.
Item 1.A. Risk Factors.
An investment in our securities
involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained
in this Annual Report, including our financial statements and related notes, before making a decision to invest in our securities. If
any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that
event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties
described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe
are not material, may also become important factors that adversely affect our business, financial condition and operating results.
Risks Relating to Our Search
for, and Consummation of, or Inability to Consummate, a Business Combination
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 rules or if we decide to hold a shareholder vote for business or other reasons. For instance, the rules of the NYSE
currently allow us to engage in a tender offer in lieu of a general meeting, but would still require us to obtain shareholder approval
if we were seeking to issue more than 20% of our issued and outstanding shares to a target business as consideration in any business combination.
Therefore, if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding shares,
we would seek shareholder approval of such business combination. However, except as required by applicable law or stock exchange rules,
the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their
shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing
of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may
consummate our initial business combination even if holders of a majority of the issued and outstanding ordinary shares do not approve
of the business combination we consummate.
If we seek shareholder approval of
our initial business combination, our initial shareholders, directors and officers have agreed to vote in favor of such initial business
combination, regardless of how our public shareholders vote.
Unlike some other blank check
companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the
public shareholders in connection with an initial business combination, our initial shareholders, directors and officers have agreed (and
their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares,
private placement shares and any public shares held by them in favor of our initial business combination. As a result, in addition to
our initial shareholders’ founder shares and private placement shares, we would need 7,914,477, or approximately 31.7% (assuming
all issued and outstanding shares are voted), or none (assuming only the minimum number of shares representing a quorum are voted), of
the 25,000,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have
such initial business combination approved. Our directors and officers have also entered into the letter agreement, imposing similar obligations
on them with respect to public shares acquired by them, if any. We expect that our initial shareholders and their permitted transferees
will own at least 25% of our issued and outstanding ordinary shares at the time of any such shareholder vote. 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 such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public
shareholders.
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.
Since our board of directors
may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to
vote on the business combination, unless we seek such shareholder approval. Accordingly, 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.
The ability of our public shareholders
to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make
it difficult for us to enter into a business combination with a target.
We may seek to enter into
a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net
worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such
closing condition and, as a result, would not be able to proceed with the business combination. 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 following such redemptions, or any greater net tangible
asset or cash requirement that may be contained in the agreement relating to our initial business combination. Consequently, if accepting
all properly submitted redemption requests would cause our net tangible assets 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 (including, potentially, with the same target). 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. In addition, the per share amount we will distribute to shareholders who properly exercise their redemption
rights will not be reduced by the marketing fee. 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 a business
combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular
as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that
would produce value for our shareholders.
Any potential target business
with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination
within 18 months from the closing of our initial public offering. Consequently, such target business may obtain leverage over us in negotiating
a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may
be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the end of
such time period. 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.
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 $10.20 per share, or less
than such amount in certain circumstances, and our warrants will expire worthless.
Our sponsor, directors and
officers have agreed that we must complete our initial business combination within 18 months from the closing of our initial public offering.
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, including as a result of terrorist attacks, natural disasters or a significant outbreak
of infectious diseases. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the extent of
the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination,
including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms
acceptable to us or at all. Additionally, the outbreak of COVID-19 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.
If we have not completed our
initial business combination within such time period or during any extension period, we will: (1) cease all operations except for the
purpose of winding up; (2) as promptly as reasonably possible but not more than 10 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 (less up to $100,000 of interest to pay dissolution
expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which
redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating
distributions, if any); and (3) 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 each case to our obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may receive only $10.20 per
share, or less than $10.20 per share, on the redemption of their shares, and our warrants will expire worthless. See “— If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by shareholders may be less than $10.20 per share” and other risk factors herein.
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 coronavirus
pandemic and other events and the status of debt and equity markets.
In December 2019, a novel
strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout parts of the world, including the
United States. On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a “Public Health Emergency of
International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency
for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization
characterized the outbreak as a “pandemic.” The COVID-19 outbreak has adversely affected, and other events (such as terrorist
attacks, natural disasters or a significant outbreak of other infectious diseases) could adversely affect, economies and financial markets
worldwide, business operations and the conduct of commerce generally, and the business of any potential target business with which we
consummate a business combination could be, or may already have been, materially and adversely affected. Furthermore, we may be unable
to complete a business combination if concerns relating to COVID-19 continue to restrict travel or limit the ability to have meetings
with potential investors, or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate
a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments,
which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and
the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other events (such as terrorist
attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability
to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination,
may be materially adversely affected.
In addition, our ability to
consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other
events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including as a result of
increased market volatility and decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at
all.
Finally, the outbreak of COVID-19
may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related
to the market for our securities and cross border transactions.
If we seek shareholder approval of
our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase
shares or warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float”
of our securities.
If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares or
warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem
its shares in connection with our initial business combination. Additionally, at any time at or prior to our initial business combination,
subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, officers, advisors
or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire
public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, our sponsor,
directors, officers, advisors or any of their respective affiliates are under no obligation or duty to do so and they have no current
commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.
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. The purpose of any such purchases of public warrants could be to reduce the
number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection
with our initial business combination. 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 securities 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. In the event that a shareholder fails to comply with these
procedures, its shares may not be redeemed.
You are not entitled to protections
normally afforded to investors of many other blank check companies.
We are exempt from the rules
promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors are not afforded the benefits
or protections of those rules. Among other things, this means we will have a longer period of time to complete our initial business combination
than do companies subject to Rule 419. Moreover, if our initial public offering was subject to Rule 419, that rule would prohibit the
release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released
to us in connection with our completion of an initial business combination.
If we seek shareholder approval of
our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”
of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares
in excess of 15% of our Class A ordinary shares.
If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with
any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as
defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of
15% of the shares sold in our initial public offering, which we refer to as the “excess shares,” without our prior consent.
However, we would not be restricting our shareholders’ ability to vote all of their shares (including excess shares) for or against
our initial business combination. Your inability to redeem the excess shares will reduce your influence over our ability to complete our
initial business combination and you could suffer a material loss on your investment in us if you sell excess shares in open market transactions.
Additionally, you will not receive redemption distributions with respect to the excess shares if we complete our initial business combination.
And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required
to sell your shares in open market transactions, potentially at a loss.
Because of our limited resources and
the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination.
If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately
$10.20 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. Additionally, the number of blank check companies looking for business
combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons
that have significant experience with completing business combinations. 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 units, 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 a business combination. If we have not completed our initial business combination
within the required time period, our public shareholders may receive only approximately $10.20 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
$10.20 per share” and other risk factors herein.
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, and especially
in the first half of 2021, 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.
If the funds not being held in the
trust account are insufficient to allow us to operate for at least the 18 months following the closing of our initial public offering,
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 for at least the 18 months following the closing of our initial
public offering, assuming that our initial business combination is not completed during that time. We expect to incur significant costs
in pursuit of our acquisition plans. Management’s plans to address this need for capital through potential loans from certain of
our affiliates are discussed in “Item 7. 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.
Of the funds available to
us, we could use a portion of the funds 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 have not completed our initial business combination within the
required time period, our public shareholders may receive only approximately $10.20 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
$10.20 per share” and other risk factors herein.
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.
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
$10.20 per share.
Our placing of funds in the
trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers
(other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public
shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing
claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar
claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim
against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims
to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will 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
have not completed our initial business combination within the required time period, 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 $10.20 per public share initially held in the trust account, due to claims of such creditors.
Our sponsor has agreed that
it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or
products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount
of funds in the trust account to below (1) $10.20 per public share or (2) such lesser amount per public share held in the trust account
as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest
which may be withdrawn to pay taxes, except as 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, 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 believe that our sponsor’s only assets
are securities of our company. Our sponsor may not have sufficient funds available to satisfy those obligations. We have not asked our
sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such 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 $10.20 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 public share in connection with any redemption of your public shares. None of our directors
or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Our directors may decide not to enforce
the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution
to our public shareholders.
In the event that the proceeds
in the trust account are reduced below the lesser of (1) $10.20 per public share or (2) such lesser amount per public share held in the
trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case
net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that
it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action
against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal
action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors
in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce
these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may
be reduced below $10.20 per share.
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 $10.20 per share.
The proceeds held in the trust
account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing
solely in U.S. Treasuries. 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 earned on the funds held in the trust account and not previously released
to us to pay our taxes, net of taxes 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 $10.20 per share.
If, after we distribute the proceeds
in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy
petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members
of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our
board of directors and us to claims of punitive damages.
If, after we distribute the
proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or
bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable
debtor/creditor and/or bankruptcy or insolvency laws as a voidable performance. As a result, a liquidator could seek to recover some or
all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our
creditors and/or having acted in bad faith by paying public shareholders from the trust account prior to addressing the claims of creditors,
thereby exposing itself and us to claims of punitive damages.
If, before distributing the proceeds
in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy
petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our
shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing the
proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or
bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy
or insolvency law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims
of our shareholders. To the extent any liquidation claims deplete the trust account, the per-share amount that would otherwise be received
by our shareholders in connection with our liquidation would be reduced.
If we are deemed to be an investment
company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be
restricted, which may make it difficult for us to complete our initial business combination.
If we are deemed to be an
investment company under the Investment Company Act, our activities may be restricted, including:
| ● | restrictions on the nature of our investments; and |
| ● | restrictions on the issuance of securities; |
each of which may make it
difficult for us to complete our initial business combination.
In addition, we may have imposed
upon us burdensome requirements, including:
| ● | registration as an investment company with the SEC; |
| ● | adoption of a specific form of corporate structure; and |
| ● | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that
we are currently not subject to. |
We do not believe that our
anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the trust account may be invested
by the trustee only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in
U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds
will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated
under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory
burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination.
If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately
$10.20 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 and will be 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, our business combination may be contingent on our ability to comply with certain laws and regulations
and any post-business combination company may be subject to additional laws and regulations. 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, including as a result of changes in economic, political, social and government policies, and those
changes could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination,
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.
If we have not completed our initial
business combination within the allotted time period, our public shareholders may be forced to wait beyond such allotted time period before
redemption from our trust account.
If we have not completed our
initial business combination within 18 months from the closing of our initial public offering or during any extension period, we will
distribute 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall
be net of taxes payable), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of
winding up of our affairs, as further described herein. 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 any voluntary winding up. If we
are required to windup, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part
of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies
Act. In that case, investors may be forced to wait beyond the allotted time period before the redemption proceeds of our trust account
become available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation
to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business
combination or amend certain provisions of our amended and restated memorandum and articles of association and then only in cases where
investors have properly sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders
be entitled to distributions if we have not completed our initial business combination within the required time period and do not amend
certain provisions of our amended and restated memorandum and articles of association prior thereto.
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, and thereby exposing
themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors.
We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and
willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as
they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine and imprisonment in the Cayman
Islands.
We may not hold an annual general
meeting until after the consummation of our initial business combination. Our public shareholders will not have the right to elect or
remove directors prior to the consummation of our initial business combination.
In accordance with the NYSE
corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end
following our listing on the NYSE. There is no requirement under the Companies Act for us to hold annual or general meetings to appoint
directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss company affairs
with management. In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the
appointment of directors prior to consummation of our initial business combination. In addition, holders of a majority of our founder
shares may remove a member of the board of directors for any reason.
The grant of registration rights to
our initial shareholders, the underwriters and their permitted transferees and the holders of our private placement units, private placement
shares and private placement warrants may make it more difficult to complete our initial business combination, and the future exercise
of such rights may adversely affect the market price of our Class A ordinary shares.
Pursuant to an agreement we
entered into prior to the closing of our initial public offering, at or after the time of our initial business combination, our initial
shareholders and their permitted transferees can demand that we register the resale of their founder shares after those shares convert
to our Class A ordinary shares. In addition, our sponsor, the underwriters and their permitted transferees can demand that we register
the resale of the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants,
and holders of warrants that may be issued upon conversion of working capital loans may demand that we register the resale of such warrants
or the Class A ordinary shares issuable upon exercise of such warrants. The registration rights will be exercisable with respect to the
founder shares and the private placement units, private placement shares and private placement warrants and the Class A ordinary shares
issuable upon exercise of such private placement warrants. We will bear the cost of registering these securities. The registration and
availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price
of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly
or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined
entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected
when the ordinary shares owned by our initial shareholders or their permitted transferees, our private placement warrants or warrants
issued in connection with working capital loans are registered for resale.
Because we are not limited to a particular
industry, sector or geographic area 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’s operations.
Although we expect to focus
our search for a target business in the automotive and mobility industry, we may seek to complete a business combination with an operating
company of any size (subject to our satisfaction of the 80% of net assets test) and in any industry, sector or geographic area. However,
we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination
solely with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any
specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular
target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete
our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For
example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be
affected by the risks inherent in the business and operations of a financially unstable or development stage entity. Although our directors
and officers 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 units will not ultimately prove to be less favorable to
our 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 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.
We may seek acquisition opportunities
in industries outside of our management’s areas of expertise.
We will consider a business
combination in industries outside of our management’s areas of expertise, if a business combination candidate is presented to us
and we determine that such candidate offers an attractive acquisition opportunity for our company. 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 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 relevant
to such acquisition. 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.
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 applicable law or stock exchange listing
requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder
approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we have not
completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.20
per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
In addition to the Business Combination
Marketing Agreement, we may engage the underwriters or any of their affiliates to provide us with additional services. The underwriters
are entitled to receive deferred commissions that will be released from the trust only on a completion of an initial business combination.
These financial incentives may cause the underwriters to have potential conflicts of interest in rendering any such additional services.
In addition to the Business
Combination Marketing Agreement described under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations,” we may engage the underwriters or any of their affiliates to provide additional services to us, including, for example,
identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt
financing. We may pay the underwriters or any of their affiliates fair and reasonable fees or other compensation that would be determined
at that time in an arm’s length negotiation. The underwriters are also entitled to receive deferred commissions that are conditioned
on the completion of an initial business combination. The fact that the underwriters or any of their affiliates’ financial interests
are tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such
additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business
combination.
We may seek acquisition opportunities
with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
To the extent we complete
our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record
of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks
include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings,
intense competition and difficulties in obtaining and retaining key personnel. Although our directors and officers 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
regarding fairness. 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 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 standards generally accepted by the financial community. Such standards used will be disclosed
in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.
We may issue additional Class A ordinary
shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial
business combination. We may also issue Class A ordinary shares upon the conversion of the 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 contained in our amended and
restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other
risks.
Our amended and restated memorandum
and articles of association authorizes the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000
Class B ordinary shares, par value $0.0001 per share, and 5,000,000 undesignated preference shares, par value $0.0001 per share. As of
December 31, 2022, there were 473,860,000 and 41,666,667 authorized but unissued Class A ordinary shares and Class B ordinary shares,
respectively, available for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding warrants
but not upon conversion of the Class B ordinary shares. Class B ordinary shares are convertible into Class A ordinary shares, initially
at a one-for-one ratio but subject to adjustment as set forth herein. As of December 31, 2022, there were no preference shares issued
and outstanding.
We may issue a substantial
number of additional Class A ordinary shares, and may issue preference shares, in order 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 to redeem
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 contained in our amended and restated memorandum and articles of association.
However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business
combination, we may not issue additional ordinary shares that would entitle the holders thereof to (1) receive funds from the trust account
or (2) vote as a class with our public shares on any initial business combination. The issuance of additional ordinary shares or preference
shares:
| ● | may significantly dilute the equity interest of investors in our initial public offering, which dilution
would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a
greater than one-to-one basis upon conversion of the Class B ordinary shares; |
| ● | may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior
to those afforded our ordinary shares; |
| ● | could cause a change of control if a substantial number of our ordinary shares is 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 directors and officers; |
| ● | may have the effect of delaying or preventing a change of control of us by diluting the share ownership
or voting rights of a person seeking to obtain control of us; |
| ● | may adversely affect prevailing market prices for our units, ordinary shares and/or warrants; and |
| ● | may not result in adjustment to the exercise price of our warrants. |
Our initial business combination or
reincorporation may result in taxes imposed on shareholders or warrant holders.
We may, subject to requisite
shareholder approval by special resolution under the Companies Act, effect a business combination with a target company in another jurisdiction,
reincorporate in the jurisdiction in which the target company or business is located, or reincorporate in another jurisdiction. Such transactions
may result in tax liability for a shareholder or warrant holder in the jurisdiction in which the shareholder or warrant holder is a tax
resident (or in which its members are resident if it is a tax transparent entity), in which the target company is located, or in which
we reincorporate. In the event of a reincorporation pursuant to our initial business combination, such tax liability may attach prior
to any consummation of redemptions. We do not intend to make any cash distributions to pay such taxes.
Resources could be wasted in researching
acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another
business. If we have not completed our initial business combination within the required time period, our public shareholders may receive
only approximately $10.20 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our
warrants will expire worthless.
We anticipate that the investigation
of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments
will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to
complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be
recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business
combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs
incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have
not completed our initial business combination within the required time period, our public shareholders may receive only approximately
$10.20 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
We may engage in a business combination
with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, directors or officers
which may raise potential conflicts of interest.
In light of the involvement
of our sponsor, directors and officers with other entities, we may decide to acquire one or more businesses affiliated with our sponsor,
directors and officers. Certain of our directors and officers also serve as officers and board members for other entities, including those
described under “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest.” Such entities
may compete with us for business combination opportunities. Although we will not be specifically focusing on, or targeting, any transaction
with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines
for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our
agreement that we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking
firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business we are seeking to
acquire, regarding the fairness to our company from a financial point of view of a business combination with one or more businesses affiliated
with our sponsor, directors or officers, 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 initial shareholders will
lose their 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.
As of December 31, 2022, our
initial shareholders hold 8,333,333 founder shares. The founder shares will be worthless if we do not complete an initial business combination.
In addition, our sponsor, Cantor and Moelis LP, an affiliate of Moelis, purchased an aggregate of 1,140,000 private placement units for
a purchase price of $11,400,000 in the aggregate, or $10.00 per unit, that will also be worthless if we do not complete a business combination.
The founder shares are identical
to the ordinary shares included in the units sold in our initial public offering except that: (1) prior to our initial business combination,
only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares
may remove a member of the board of directors for any reason; (2) the founder shares are subject to certain transfer restrictions; (3)
our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive:
(i) their redemption rights with respect to any founder shares, private placement shares and public shares held by them, as applicable,
in connection with the completion of our initial business combination; (ii) their redemption rights with respect to any founder shares,
private placement shares and public shares held by them 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 our initial business combination within 18 months from
the closing of our initial public offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial
business combination activity; and (iii) their rights to liquidating distributions from the trust account if we fail to complete our initial
business combination within 18 months from the closing of our initial public offering or during any extension period (although they will
be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our
initial business combination within the prescribed time frame); (4) the founder shares will automatically convert into our Class A ordinary
shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment
pursuant to certain anti-dilution rights, as described in more detail below; and (5) the founder shares are entitled to registration rights.
If we submit our initial business combination to our public shareholders for a vote, our initial shareholders have agreed (and their permitted
transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares, private placement
shares and any public shares held by them purchased during or after our initial public offering in favor of our initial business combination.
The personal and financial
interests of our sponsor, directors and officers may influence their motivation in identifying and selecting a target business combination,
completing an initial business combination and influencing the operation of the business following the initial business combination. This
risk may become more acute as the deadline to complete our initial business combination nears.
We may issue notes or other debt securities,
or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition
and thus negatively impact the value of our shareholders’ investment in us.
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 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 ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate
purposes; |
| ● | limitations on our flexibility in planning for and reacting to changes in our business and in the industry
in which we operate; |
| ● | increased vulnerability to adverse changes in general economic, industry and competitive conditions and
adverse changes in government regulation; and |
| ● | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less
debt. |
We may be able to complete only one
business combination with the proceeds of our initial public offering and the sale of the private placement units, which will cause us
to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may
negatively impact our operations and profitability.
We may effectuate our initial
business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However,
we may not be able to effectuate our initial business combination with more than one target business because of various factors, including
the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that
present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By
completing our initial business combination with only a single entity our lack of diversification may subject us to numerous economic,
competitive and regulatory 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 a business combination with
a company that is not as profitable as we suspected, if at all.
In pursuing our acquisition
strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally
exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination
on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected,
if at all.
We do not have a specified maximum
redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which
a substantial majority of our shareholders do not agree.
Our amended and restated memorandum
and articles of association do not provide a specified maximum redemption threshold, except that in no event will we redeem our public
shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net
tangible asset or cash requirement that 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, directors, officers, advisors or any of their respective affiliates. In the event the
aggregate cash consideration we would be required to pay for all public shares that are validly submitted for redemption plus any amount
required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available
to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned
to the holders thereof, and we instead may search for an alternate business combination (including, potentially, with the same target).
Because our trust account initially
contained $10.20 per Class A ordinary share, public shareholders may be more incentivized to redeem their public shares at the time of
our initial business combination.
Our trust account initially
contained $10.20 per Class A ordinary share. This is different than some other similarly structured blank check companies for which the
trust account will only contain $10.00 per Class A ordinary share. As a result of the additional funds that could be available to public
shareholders upon redemption of public shares, our public shareholders may be more incentivized to redeem their public shares and not
to hold those Class A ordinary shares through our initial business combination. A higher percentage of redemptions by our public shareholders
could make it more difficult for us to complete our initial business combination.
In order to effectuate an initial
business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments,
including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles
of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that
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, including their warrant agreements. For example, blank check companies have amended the definition of business
combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to
their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our
amended and restated memorandum and articles of association requires at least a special resolution of our shareholders as a matter of
Cayman Islands law. A resolution is deemed to be a special resolution as a matter of Cayman Islands law where it has been approved by
either (1) holders of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s
ordinary shares at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been
given or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s
shareholders. Our amended and restated memorandum and articles of association provide that special resolutions must be approved either
by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting (i.e., the lowest threshold permissible
under Cayman Islands law) (other than amendments relating to provisions governing the appointment or removal of directors prior to our
initial business combination, which require the approval of the holders of a majority of at least 90% of our ordinary shares attending
and voting in a general meeting), or by a unanimous written resolution of all of our shareholders. The warrant agreement provides that
(a) the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct
any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant
agreement set forth in the prospectus related to our initial public offering, 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 and (b) all other modifications
or amendments require the vote or written consent of at least 65% of the then outstanding public warrants and, solely with respect to
any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement
warrants, at least 65% of the then outstanding private placement warrants. We cannot assure you that we will not seek to amend our amended
and restated memorandum and articles of association or governing instruments, including the warrant agreement, or extend the time to consummate
an initial business combination in order to effectuate our initial business combination. To the extent any of such amendments would be
deemed to fundamentally change the nature of any of the securities offered through this registration statement, we would register, or
seek an exemption from registration for, the affected securities.
Certain provisions of our amended
and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions
of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of at least two-thirds
of our ordinary shares who attend and vote at a general meeting, 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 completion of an initial business combination that some of our shareholders may not support.
Some other blank check companies
have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s
pre-business combination activity, without approval by holders of a certain percentage of the company’s shares. In those companies,
amendment of these provisions typically requires approval by holders holding between 90% and 100% of the company’s public shares.
Our amended and restated memorandum and articles of association provide that any of its provisions, including those related to pre-business
combination activity (including the requirement to deposit proceeds of our initial public offering and the sale of private placement units
into the trust account and not release such amounts except in specified circumstances and to provide redemption rights to public shareholders),
may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting, 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 (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial
business combination, which require the approval of the holders of a majority of at least 90% of our ordinary shares attending and voting
in a general meeting). Our initial shareholders, who collectively beneficially own 25% of our ordinary shares may participate in any vote
to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in
any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association
which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability
to complete our initial business combination with which you do not agree. In certain circumstances, our shareholders may pursue remedies
against us for any breach of our amended and restated memorandum and articles of association.
Certain agreements related to our
initial public offering may be amended without shareholder approval.
Certain agreements, including
the letter agreement among us and our sponsor, officers and directors, and the registration rights agreement among us and our initial
shareholders, may be amended without shareholder approval. These agreements contain various provisions, including transfer restrictions
on our founder shares, that our public shareholders might deem to be material. While we do not expect our board of directors to approve
any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of directors, in
exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement
in connection with the consummation of our initial business combination. Any such amendments would not require approval from our shareholders,
may result in the completion of our initial business combination that may not otherwise have been possible, and may have an adverse effect
on the value of an investment in our securities.
We may be unable to obtain additional
financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us
to restructure or abandon a particular business combination.
If the net proceeds of our
initial public offering and the sale of the private placement units available to us 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.
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 directors, officers or shareholders is required to provide any financing to us in connection
with or after our initial business combination. If we have not completed our initial business combination within the required time period,
our public shareholders may receive only approximately $10.20 per share, or less in certain circumstances, on the liquidation of our trust
account, and our warrants will expire worthless.
We may issue our shares to investors
in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time.
In connection with our initial
business combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.00
per share or at a price which approximates the per-share amounts in our trust account at such time. The purpose of such issuances will
be to enable us to provide sufficient liquidity to the post-business combination entity and such issuances may be made upon beneficial
terms to such investors, which could cause dilution to our existing shareholders. The price of the shares we issue may therefore be less,
and potentially significantly less, than the market price for our shares at such time.
Our initial shareholders will control
the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest
in us. As a result, they will appoint all of our directors prior to our initial business combination and may exert a substantial influence
on actions requiring shareholder vote, potentially in a manner that you do not support.
Our initial shareholders will
own 25% of our issued and outstanding ordinary shares. In addition, prior to our initial business combination, holders of the founder
shares will have the right to appoint all of our directors and may remove members of the board of directors for any reason. Holders of
our public shares will have no right to vote on the appointment of directors during such time. These provisions of our amended and restated
memorandum and articles of association may only be amended by a special resolution passed by the holders of a majority of at least 90%
of our ordinary shares attending and voting in a general meeting. As a result, you will not have any influence over the appointment of
directors prior to our initial business combination.
In addition, as a result of
their substantial ownership in our company, our initial shareholders may exert a substantial influence on other actions requiring a shareholder
vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association
and approval of major corporate transactions. If our initial shareholders purchase any Class A ordinary shares in the aftermarket or in
privately negotiated transactions, this would increase their influence over these actions. Accordingly, our initial shareholders will
exert significant influence over actions requiring a shareholder vote at least until the completion of our initial business combination.
A provision of our warrant agreement
may make it more difficult for us to consummate an initial business combination.
Unlike some blank check companies,
if
| (i) | we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share
(with such issue price or effective issue price to be determined in good faith by our board of directors and in the case of any such issuance
to the sponsor or its affiliates, without taking into account any founder shares held by the sponsor or such affiliates, as applicable,
prior to such issuance)(the “newly issued price”), |
| (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 volume weighted average trading price of our Class A ordinary shares during the 20 trading day period
starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “market value”)
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 applicable to our warrants 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.
Our warrants and founder shares may
have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business
combination.
We have issued warrants to
purchase 12,500,000 Class A ordinary shares as part of the units and, simultaneously with the closing of our initial public offering,
we issued in the private placement an aggregate of 1,140,000 private placement units, which include private placement warrants to purchase
an aggregate of 570,000 Class A ordinary shares, at $11.50 per share. In addition, if our sponsor or an affiliate of our sponsor or certain
of our officers and directors makes any working capital loans, such lender may convert those loans into up to an additional 150,000 private
placement units, at the price of $10.00 per unit. To the extent we issue Class A ordinary shares to effectuate a business combination,
the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants or conversion
rights could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number
of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business
combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a business combination or increase the
cost of acquiring the target business.
The private placement warrants
are identical to the warrants sold as part of the units in our initial public offering except that (1) the private placement warrants
will not be redeemable by us, (2) the private placement warrants (and the Class A ordinary shares issuable upon exercise of such warrants)
are subject to certain transfer restrictions contained in the letter agreement, (3) the private placement warrants may be exercised by
the holders on a cashless basis, and (4) the holders of the private placement warrants (including the Class A ordinary shares issuable
upon exercise of such warrants) are entitled to registration rights.
Because we must furnish our shareholders
with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination
with some prospective target businesses.
The federal proxy rules require
that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical
and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection
with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required
to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or U.S.
GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on
the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public
Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target
businesses we may acquire because some targets may be unable to provide such 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,
increase the time and costs of completing an acquisition, and present risks of non-compliance in the event we successfully consummate
a business combination.
Section 404 of the Sarbanes-Oxley
Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year
ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify
as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement
on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of
the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek
to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy
of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act
may increase the time and costs necessary to complete any such acquisition. Moreover, there can be no assurance that the incumbent management
team of a business combination target will have the necessary experience or knowledge to develop the appropriate level of internal controls
over financial reporting and otherwise maintain compliance with the applicable requirements of the Sarbanes-Oxley Act. If we complete
our business combination and the management team of the combined entity is unable to comply with the applicable requirements of the Sarbanes-Oxley
Act, our operations might suffer and our results of operations and financial condition could be adversely impacted.
If our management team pursues a company
with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in
connection with investigating, agreeing to and completing such combination, and if we effect such initial business combination, we would
be subject to a variety of additional risks that may negatively impact our operations.
If our management team pursues
a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks
associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial
business combination, conducting due diligence in a foreign market, having such transaction approved by any local governments, regulators
or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.
If we effect our initial business
combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an
international setting (including how relevant governments respond to such factors), including any of the following:
| ● | costs and difficulties inherent in managing cross-border business operations and complying with commercial
and legal requirements of overseas markets; |
| ● | rules and regulations regarding currency redemption; |
| ● | imposition of withholding taxes; |
| ● | laws governing the manner in which future business combinations may be effected; |
| ● | tariffs and trade barriers; |
| ● | regulations related to customs and import/export matters; |
| ● | tax consequences, such as tax law changes, and variations in tax laws as compared to the United States; |
| ● | currency fluctuations and exchange controls, including devaluations and other exchange rate movements; |
| ● | rates of inflation, price instability and interest rate fluctuations; |
| ● | liquidity of domestic capital and lending markets; |
| ● | challenges in collecting accounts receivable; |
| ● | cultural and language differences; |
| ● | crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters, wars and other forms
of social instability; |
| ● | deterioration of political relations with the United States; |
| ● | obligatory military service by personnel; and |
| ● | government appropriation of assets. |
We may not be able to adequately
address these additional risks. If we were unable to do so, we may be unable to complete such combination or, if we complete such combination,
our operations might suffer, either of which may adversely impact our results of operations and financial condition.
Risks Relating to the Post-Business
Combination Company
We may face risks related to companies
in the industry in which we acquire a business.
Following our initial business
combination, we will be subject to risks attendant with the specific industry in which we operate or target business which we acquire.
Specifically, business combinations with targets operating in certain industries, including the automotive and mobility industry, may
entail special considerations and risks. Any of these risks could have an adverse impact on our business, financial condition and operating
results following a business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public
shares in connection with our initial business combination will disclose material risks related to the business we seek to acquire and
the industry in which it operates. However, additional risks and uncertainties that we are unaware of, or that we believe are not material,
at such time may also become important factors that adversely affect our business, financial condition and operating results following
a business combination.
Subsequent to our completion of our
initial business combination, we may be required to subsequently 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.
After our initial business combination,
our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government policies,
developments and conditions in the country in which we operate.
The economic, political and
social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic
growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future.
If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand
for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our
ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business
combination, the ability of that target business to become profitable.
Our management may not be able to
maintain control of a target business after our initial business combination. 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 may structure our initial
business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity
interests or assets of a target business, but we will complete such business combination only if the post-transaction company owns or
acquires 50% or more of the issued and 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 our initial business combination may collectively own a minority interest in the post business
combination company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example,
we could pursue a transaction in which we issue a substantial number of new ordinary shares in exchange for all of the issued and outstanding
capital stock, shares or other equity securities of a target, or issue a substantial number of new shares to third-parties in connection
with financing our initial business combination. In this case, we would acquire a 100% interest in the target. However, as a result of
the issuance of a substantial number of new ordinary shares, our shareholders immediately prior to such transaction could own less than
a majority of our issued and 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 shares 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 may have limited ability to assess
the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose
management may not have the skills, qualifications or abilities to manage a public company.
When evaluating the desirability
of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management
may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’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, 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.
The directors and officers
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.
After our initial business combination,
it is possible that a majority of our directors and officers will live outside the United States and all or substantially 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 or substantially
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.
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, any or all of our management could resign from their positions as officers of the company, and the management of the target
business at the time of the business combination could remain in place. Management of the target business may not be familiar with U.S.
securities laws. If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar
with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our
operations.
Risks Relating to Our Management
Team and Conflicts of Interest
We are dependent upon our directors
and officers and their departure could adversely affect our ability to operate.
Our operations are dependent
upon a relatively small group of individuals and in particular, Scott Painter, our director and Chief Executive Officer. We believe that
our success depends on the continued service of our directors and officers, including Mr. Painter. In addition, our directors and officers
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 endeavors, including identifying potential business combinations and monitoring the related due diligence.
For a discussion of certain of our officers’ and directors’ other business endeavors, please see “Item 10. Directors,
Executive Officers and Corporate Governance.” We do not have an employment agreement with, or key-man insurance on the life of,
any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental
effect on us.
Our ability to successfully effect
our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom
may join us following our initial business combination. The loss of our or a 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. 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.
In addition, the directors
and officers 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. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
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 our initial business combination. The personal and financial interests of
such individuals may influence their motivation in identifying and selecting a target business, subject to his or her 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 directors and officers 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 directors and officers
are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their
time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time
employees prior to the completion of our initial business combination. Each of our officers and directors may be engaged in several other
business endeavors for which he may be entitled to, or otherwise expect to receive, substantial compensation or other economic benefit
and our officers and directors are not obligated to contribute any specific number of hours per week to our affairs. In particular, all
of our officers and certain of our directors have fiduciary and contractual duties to certain companies in which either of them has invested
or are otherwise affiliated with, including companies in industries we may target for our initial business combination. Certain of our
independent directors also serve as officers and/or board members for other entities. Our officers’ and directors’ other business
affairs, as applicable, may require them to devote substantial amounts of time to such affairs. This could limit our officers’ and
directors’ ability to devote time to our affairs, which may have a negative impact on our ability to complete our initial business
combination. For a discussion of our officers’ and directors’ other business endeavors, please see “Item 10. Directors,
Executive Officers and Corporate Governance.”
Certain of our directors and officers
are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to
be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should
be presented.
Until we consummate our initial
business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our sponsor and directors
and officers are, or may in the future become, affiliated with entities that are engaged in a similar business. Our sponsor and directors
and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies,
including in connection with their initial business combinations, prior to us completing our initial business combination, and any such
involvement may result in conflicts of interests as described above.
Our directors and officers
also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe
certain fiduciary or contractual duties, including any other special purpose acquisition company in which they may become involved with.
Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
These conflicts may not be resolved in our favor and a potential target business may be presented to other entities prior to its presentation
to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our amended and restated memorandum
and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or
an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly
in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being
offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or
officer, on the one hand, and us, on the other.
For a complete discussion
of our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of,
please see “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest,” and “Item
13. Certain Relationships and Related Transactions, and Director Independence—Administrative Services Agreement.”
Our directors, officers, security
holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy
that expressly prohibits our directors, officers, security holders or their respective affiliates from having a direct or indirect pecuniary
or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.
In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers.
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. In particular, affiliates
of our sponsor have interests in a diverse set of industries. As a result, there may be substantial overlap between companies that would
be a suitable business combination for us and companies that would make an attractive target for such other affiliates.
Members of our management team and
board of directors have significant experience as founders, board members, officers or executives of other companies. As a result, certain
of those persons have been and may become involved in proceedings, investigations and litigation relating to the business affairs of the
companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our
ability to consummate an initial business combination.
During the course of their
careers, members of our management team and board of directors have had significant experience as founders, board members, officers or
executives of other companies. As a result of their involvement and positions in these companies, certain persons were, are now, or may
in the future become, involved in litigation, investigations or other proceedings relating to the business affairs of such companies or
transactions entered into by such companies. Any such litigation, investigations or other proceedings 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 and may negatively affect our reputation, which may impede our ability to complete an initial business combination.
Members of our management team and
affiliated companies have been, and may in the future be, subject to significant media coverage and involved in civil disputes or governmental
investigations unrelated to our business.
Members of our management
team have been (and intend to be) involved in a wide variety of businesses. Such involvement has, and may, lead to significant media coverage,
including adverse media coverage, and public awareness. In addition, members of our management team and affiliated companies have been,
and may in the future be, involved in civil disputes or governmental investigations unrelated to our business. Any such media coverage,
public awareness, disputes or investigations may be detrimental to our reputation and could negatively affect our ability to identify
and complete an initial business combination and may have an adverse effect on the price of our securities.
Risks Relating to Our Securities
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 earliest to occur of: (1) 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; (2) the redemption of any public shares properly submitted 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 our initial business combination within
18 months from the closing of our initial public offering or (B) with respect to any other provision relating to shareholders’ rights
or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business
combination within 18 months from the closing of our initial public offering, subject to applicable law. In no other circumstances will
a shareholder have any right or interest of any kind to or in the trust account. Holders of warrants will not have any right to the proceeds
held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public
shares and/or warrants, potentially at a loss.
The NYSE may delist our securities
from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional
trading restrictions.
We cannot assure you that
our securities will be, or will continue to be, listed on the NYSE in the future or prior to our initial business combination. In order
to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution
and share price levels. Generally, we must maintain a minimum number of holders of our securities (generally 300 public shareholders).
Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with the NYSE’s
initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain
the listing of our securities on the NYSE. We cannot assure you that we will be able to meet those initial listing requirements at that
time.
If the NYSE delists any of
our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect
such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences,
including:
| ● | 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.” Our units, Class A ordinary shares and warrants currently 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 the NYSE, 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.
You will not be permitted to exercise
your warrants unless we register and qualify the issuance of the underlying Class A ordinary shares or certain exemptions are available.
Pursuant to terms of the warrant
agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days after the closing of our initial business
combination, we will use our commercially reasonable efforts to file a registration statement covering the issuance of such shares, and
we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our
initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those
Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example,
any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus,
the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop
order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements,
we will be required to require holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash
or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance
of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption
from registration is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant
not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or
maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant,
or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares
underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise
of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be
entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants
as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units.
There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their
warrants while a corresponding exemption does not exist for holders of the public warrants included as part of the units sold in our initial
public offering. In such an instance, our sponsor and its permitted transferees (which may include our directors and executive officers)
would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would
not be able to exercise their warrants and sell the underlying ordinary shares. If and when the public warrants become redeemable by us,
we may exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under
all applicable state securities laws. As a result, we may redeem the public warrants as set forth above even if the holders are otherwise
unable to exercise such warrants.
We may amend the terms of the warrants
in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding
public warrants.
Our warrants will be issued
in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant
agreement provides that (a) the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any
ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the
warrants and the warrant agreement set forth in the prospectus related to the initial public offering, or defective provision, (ii) removing
or reducing our ability to redeem the public warrants, or (iii) 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 in any material respect. All other modifications or amendments,
(a) with respect to the terms of the public warrants or any provision of the warrant agreement with respect to the public warrants requires
the approval by the holders of at least 50% of the then outstanding public warrants, and (b) with respect to the terms of the private
placement warrants or any provision of the warrant agreement with respect to the private placement warrants requires the approval by the
holders of at least 50% of the then outstanding private placement warrants. Accordingly, we may amend the terms of the public warrants
in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve such amendment. Although our
ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited,
examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise
period or decrease the number of ordinary shares purchasable upon exercise of a warrant.
We may redeem your unexpired warrants
prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem
the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if,
among other things, the reference value equals or exceeds $18.00 per share (as adjusted). 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 as described above could force you to: (1) exercise your warrants and pay the exercise
price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when
you might otherwise wish to hold your warrants; or (3) 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.
Because each unit contains one-half
of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.
Each unit contains one-half
of one redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and
only whole warrants will trade. This is different from other offerings similar to ours whose units include one ordinary share and one
whole warrant or a greater fraction of one whole warrant to purchase one share. We have established the components of the units in this
way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable
in the aggregate for a third of the number of shares compared to units that each contain a whole warrant to purchase one whole share,
thus making us, we believe, a more attractive business combination partner for target businesses. Nevertheless, this unit structure may
cause our units to be worth less than if they included one whole warrant or a greater fraction of one whole warrant to purchase one whole
share.
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 or more costly for investors to effect service of
process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our
directors or officers.
Our corporate affairs will
be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or
amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors,
actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent
governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial
precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are
not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under
Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States.
In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as
Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may
not have standing to initiate a shareholders derivative action in a Federal court of the United States.
We have been advised by Maples
and Calder (Hong Kong) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (1) 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 (2) 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 or incur greater cost 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.
Our warrant agreement designates the
courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum
for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant
holders to obtain a favorable judicial forum for disputes with our company.
Our warrant agreement provides
that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement,
including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the
exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum.
Notwithstanding the foregoing,
these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or
any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or
entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to
the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions
of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the
Southern District of New York (a “NY foreign action”) in the name of any holder of our warrants, such holder shall be deemed
to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with
any action brought in any such court to enforce the forum provisions (a “NY enforcement action”), and (y) having service of
process made upon such warrant holder in any such NY enforcement action by service upon such warrant holder’s counsel in the NY
foreign action as agent for such warrant holder.
This choice-of-forum provision
may make it more costly for a warrant holder to bring a claim and limit a warrant holder’s ability to bring a claim in a judicial
forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find
this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or
proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely
affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management
and board of directors.
Provisions in our amended and restated
memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in
the future for our Class A ordinary shares and could entrench management.
Our amended and restated memorandum
and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be
in their best interests. These provisions include two-year director terms and the ability of the board of directors to designate the terms
of and issue new series of preference shares, which may make more difficult the removal of management and may discourage transactions
that otherwise could involve payment of a premium over prevailing market prices for our securities.
Since only holders of our founder
shares have the right to vote on the appointment of directors, the NYSE may consider us to be a “controlled company” within
the meaning of the NYSE rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.
Only holders of our founder
shares have the right to vote on the appointment of directors until our initial business combination. As a result, the NYSE may consider
us to be a “controlled company” within the meaning of the NYSE corporate governance standards. Under the NYSE corporate governance
standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled
company” and may elect not to comply with certain corporate governance requirements, including the requirements that:
| ● | we have a board of directors that includes a majority of “independent directors,” as defined
under the NYSE rules; |
| ● | we have a compensation committee of our board of directors that is comprised entirely of independent directors
with a written charter addressing the committee’s purpose and responsibilities; and |
| ● | we have a nominating and corporate governance committee of our board of directors that is comprised entirely
of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
We do not intend to utilize
these exemptions and intend to continue to comply with the corporate governance requirements of the NYSE, subject to applicable phase-in
rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded
to shareholders of companies that are subject to all of the NYSE corporate governance requirements.
General Risk Factors
We are a newly incorporated company
with no operating history and no operating revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a newly incorporated
company incorporated under the laws of the Cayman Islands with no operating results. Because we lack an operating history, you have no
basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or
more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination
and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never
generate any operating revenues.
Past performance by our management
team and their respective affiliates may not be indicative of future performance of an investment in the company.
Information regarding performance
by our management team and their respective affiliates is presented for informational purposes only. Past performance by our management
team and their respective 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 or their respective affiliates, or any related investment’s performance as indicative
of our future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. Further,
members of our board of directors and management team and their respective affiliates have been involved with a large number of public
and private companies in addition to those identified in the prospectus related to our initial public offering, not all of which have
achieved similar performance levels.
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 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, including potentially
being required to recognize gain on a business combination in circumstances where U.S. Holders of non-PFIC securities would not unless
an exception applies. Our PFIC status 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 circumstances, the application of the start-up exception may be subject to
uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances
with respect to our status as a PFIC. Our actual PFIC status for any taxable year, however, will not be determinable until after the end
of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder such
information as the Internal Revenue Service (“IRS”) may require, including a PFIC Annual Information Statement, in order to
enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will
timely provide such required information, and such election would likely be unavailable with respect to our warrants in all cases. We
urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules to holders of our ordinary shares
and warrants.
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
ordinary shares held by non-affiliates equals or 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 equals
or exceeds $250 million as of the end of that year’s second fiscal quarter, and (2) our annual revenues equaled or exceeded $100
million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million
as of the end of that year’s second fiscal quarter. 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.
Our search for a business
combination, and any target business with which we may ultimately consummate a business combination, may be materially adversely affected
by the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus
and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in our target markets.
United States and global markets
are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia
in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military
forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions
and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions
from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States,
have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing
geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken
in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns
that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in
Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices,
credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions
could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. In addition,
the recent invasion of Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory acts from Russia,
could result in increased cyber-attacks against U.S. companies.
Any of the abovementioned
factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian
invasion of Ukraine and subsequent sanctions, could adversely affect our search for a business combination and any target business with
which we may ultimately consummate a business combination. The extent and duration of the Russian invasion of Ukraine, resulting sanctions
and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue
for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions
may also have the effect of heightening many of the other risks described in this report. If these disruptions or other matters of global
concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business
with which we may ultimately consummate a business combination, may be materially adversely affected.