ITEM 1A. RISK FACTORS
An investment in our securities involves a high
degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this
annual report, before making a decision to invest in our Units. If any of the following events occur, our business, financial condition
and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you
could lose all or part of your investment.
Summary of Risks
We are a newly incorporated company that has conducted
no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate
no operating revenues.
In making your decision whether to invest in our securities, you should
take into account not only the background of our management team, but also the special risks we face as a blank check company. Our Initial
Public Offering was not conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled
to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks
set forth in this annual report. Such risks include, but are not limited to:
| ● | We are a recently incorporated company with no operating history and
no revenues, and investors have no basis on which to evaluate our ability to achieve our business objective. |
| ● | Past performance by our management team or their respective affiliates may not be indicative of future performance
of an investment in us. |
| ● | Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination,
which means we may complete our Initial Business Combination even if a majority of our shareholders do not support such a combination. |
| ● | Our public shareholders will not be entitled to vote or redeem their
shares in connection with a potential three-month extension if we extend the time to complete a business combination without an amendment
to our memorandum and articles of association. |
| ● | Your only opportunity to affect the investment decision regarding a potential business combination may be
limited to the exercise of your right to redeem your shares from us for cash. |
| ● | If we seek shareholder approval of our initial business combination, our initial shareholders have agreed
to vote in favor of such initial business combination, regardless of how our public shareholders vote. Accordingly, if we seek shareholder
approval of our Initial Business Combination, it is more likely that the necessary shareholder approval will be received than would be
the case if our initial shareholders agreed to vote their Founder Shares in accordance with the majority of the votes cast by our public
shareholders. |
| ● | 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. |
| ● | The ability of our public shareholders to exercise redemption rights with respect to a large number of our
shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
| ● | The requirement that we consummate an Initial Business Combination
within 15 months after the closing of our Initial Public Offering (or 18 months from the closing of our Initial Public Offering if we
extend the time to complete a business combination pursuant to a funded three-month extension) 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. |
| ● | 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 COVID-19 outbreak, other global events
(such as the recent hostilities between Ukraine and Russia) and the status of debt and equity markets. |
| ● | Although we may pursue an Initial Business Combination target in any sector, industry or geographic location,
we currently intend to focus our efforts on identifying business combination targets in the global consumer health and wellness industry.
Business combinations with businesses in the global consumer health and wellness industry entail special considerations and risks. |
| ● | If we seek shareholder approval of our Initial Business Combination,
our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or Warrants, which may influence
a vote on a proposed business combination and reduce the public “float” of our shares of Class A ordinary shares or Public
Warrants. |
| ● | Certain of our officers and directors have direct and indirect economic
interests in us and/or our Sponsor and such interests may potentially conflict with those of our public shareholders as we evaluate and
decide whether to recommend a potential business combination to our public shareholders. |
| ● | Our executive officers and directors will allocate their time to other businesses thereby causing conflicts
of interest in their determination as to how much time to devote to our affairs. |
| ● | Our directors, officers, security holders and their respective affiliates may have competitive pecuniary
interests that conflict with our interests. |
| ● | 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. |
| ● | Our public shareholders will not have any rights or interests in funds
from the Trust Account, except under certain limited circumstances. Therefore, to liquidate their investment, our public shareholders
may be forced to sell their public shares or Warrants, potentially at a loss. |
| ● | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability
to make transactions in our securities and subject us to additional trading restrictions. |
| ● | Our public shareholders will not be entitled to protections normally
afforded to investors of many other blank check companies. |
| ● | Because of our limited resources and the significant and increasing
competition for business combination opportunities, it may be more difficult for us to complete our Initial Business Combination. If we
have not consummated our Initial Business Combination within the required time period, our public shareholders may receive only approximately
$10.20 per public share (subject to increase for any additional amounts deposited into the Trust Account in respect of a funded three-month
extension), or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless. |
| ● | If the proceeds of our Initial Public Offering and the sale of the
Private Placement Warrants not being held in the Trust Account are insufficient to allow us to operate for the 15 months following the
closing of our Initial Public Offering (or 18 months from the closing of our Initial Public Offering if we extend the time to complete
a business combination pursuant to a funded three-month extension), it could limit the amount available to fund our search for a target
business or businesses and our ability to complete our Initial Business Combination, and we will depend on loans from our Sponsor, its
affiliates or members of our management team to fund our search and to complete our Initial Business Combination. |
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 Initial Business Combination, which means we may complete our Initial Business Combination even
if a majority of our public shareholders do not support such a combination.
We may choose not to hold a shareholder vote to approve
our Initial Business Combination if the business combination would not require shareholder approval under applicable law or stock exchange
rules unless we decide to hold a shareholder vote for business or other reasons. For instance, Nasdaq listing rules currently allow us
to engage in a tender offer in lieu of a general meeting, but would require us to obtain shareholder approval if we were seeking to issue
more than 20% of our issued and outstanding shares in connection with 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 listing requirement, 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 complete our Initial Business Combination
even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.
The only opportunity for our public shareholders
to affect the investment decision regarding a potential business combination may be limited to the exercise of their right to redeem
your shares from us for cash, unless we seek shareholder approval of such business combination.
Only after we enter into a definitive agreement regarding an Initial
Business Combination will our public shareholders be provided with certain information regarding an opportunity to evaluate the specific
merits or risks of any target businesses. Since our board of directors may complete a business combination without seeking shareholder
approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder
approval. Accordingly, if we do not seek shareholder approval, the only opportunity for our public shareholders to affect the investment
decision regarding a potential business combination may be limited to exercising 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 the potential
Initial Business Combination.
If we seek shareholder approval of our Initial
Business Combination, our initial shareholders and members of our management team and our special advisor have agreed to vote in favor
of such Initial Business Combination, regardless of how our public shareholders vote.
We expect our initial shareholders to own 20% of our outstanding ordinary
shares at the time of any vote of our shareholders with respect to an Initial Business Combination. Our Sponsor, members of our management
team and our special advisor also may from time to time purchase Class A ordinary shares prior to the completion of our Initial Business
Combination. Our amended and restated memorandum and articles of association provides that, if we seek shareholder approval of an Initial
Business Combination, such Initial Business Combination will be approved only if we obtain the approval of an ordinary resolution under
Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting (unless
a greater vote is required by applicable law or stock exchange rules). As a result, in addition to our initial shareholders’ Founder
Shares, we would need 6,468,750, or 37.5% (assuming all issued and outstanding shares are voted), or 1,078,125, or 6.25% (assuming only
the minimum number of shares are voted and our initial shareholders have not purchased additional shares), of the 17,250,000 public shares
to be voted in favor of an Initial Business Combination in order to have our Initial Business Combination approved (unless a greater vote
is required by applicable law or stock exchange rules). Accordingly, if we seek shareholder approval of our Initial Business Combination,
the agreement by our initial shareholders and each member of our management team and our special advisor to vote in favor of our Initial
Business Combination will increase the likelihood that we will receive the requisite shareholder approval for such Initial Business Combination.
The ability of our public shareholders to redeem
their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult
for us to enter into a business combination with a target.
We may seek to enter into a business combination
transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount
of cash. If public shareholders holding too many public shares exercise their redemption rights, we would not be able to meet such closing
condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public
shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the
SEC’s “penny stock” rules). Consequently, if accepting all properly submitted redemption requests would cause our net
tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would
not proceed with such redemption and the related business combination and may instead search for an alternate business combination (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 will need to structure
the transaction based on our expectations as to the number of shares that will be submitted for redemption. If a large number of shares
are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account
or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the
incurrence of indebtedness at higher than desirable levels. Furthermore, the dilution of any equity issuances would increase to the extent
that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one
basis upon conversion of the Class B ordinary shares at the time of our Initial Business Combination. In addition, the amount of the deferred
underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an Initial
Business Combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be
reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation
to pay the entire deferred underwriting commissions. The 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 shareholders would have to wait for liquidation in order to redeem their shares.
If our Initial Business Combination agreement requires us to use a
portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability
that our Initial Business Combination would be unsuccessful is increased. If no Initial Business Combination is successful, our shareholders
would not receive their pro rata portion of the funds in the Trust Account until we liquidate the Trust Account. If a shareholder is in
need of immediate liquidity, the shareholder could attempt to sell 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, shareholders may suffer a material loss on their
investment or lose the benefit of funds expected in connection with our redemption until we liquidate or the shareholder is able to sell
shares in the open market.
Because our Trust Account will initially contain
$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 contains $10.20 per Class A ordinary share,
and could also contain an additional $0.10 per Class A ordinary share if we extend the time to complete a business combination pursuant
to a funded three-month extension. 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.
The requirement that we consummate an Initial Business Combination
within 15 months after the closing of the Initial Public Offering (or 18 months from the closing of Initial Public Offering if we extend
the time to complete a business combination pursuant to a funded three-month extension) may give potential target businesses leverage
over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination
targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our Initial Business Combination
on terms that would produce value for our shareholders.
Any potential target business with which we enter into negotiations
concerning a business combination will be aware that we must consummate an Initial Business Combination within 15 months from the closing
of the Initial Public Offering (or 18 months from the closing of the Initial Public Offering if we extend the time to complete a business
combination pursuant to a funded three-month extension). 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 time
frame described above. In addition, we may have limited time to conduct due diligence and may enter into our Initial Business Combination
on terms that we would have rejected upon a more comprehensive investigation.
Our public shareholders will not be entitled
to vote or redeem their shares in connection with a potential three-month extension if we extend the time to complete a business combination
without an amendment to our memorandum and articles of association.
If we are not able to consummate our Initial Business
Combination within 15 months, we may extend the period of time to consummate a business combination by an additional three months (for
a total of 18 months to complete a business combination), as long as our Sponsor or its affiliates or designees deposits into the Trust
Account $1,725,000 ($0.10 per unit), on or prior to the date of the deadline for doing so. Our public shareholders will not be entitled
to vote or redeem their shares in connection with any such extension. As a result, we may effect such an extension even if a majority
of our public shareholders do not support such an extension and will not be able to redeem their shares in connection therewith. This
feature is different than the traditional special purpose acquisition company structure, in which any extension of the company’s
period to complete a business combination requires a vote of the company’s shareholders and such shareholders have the right to
redeem their public shares in connection with such vote (although an extension without depositing additional funds into the Trust Account
could still be pursued in the manner available in the traditional special purpose acquisition company structure).
Our sponsor may decide not to extend the term
we have to consummate our Initial Business Combination, in which case we would cease all operations except for the purpose of winding
up and we would redeem our public shares and liquidate, and the Warrants will be worthless.
We will have 15 months from the closing of our Initial
Public Offering to consummate our Initial Business Combination. This 15 month period is shorter than the period of 18 to 24 months that
most special purpose acquisition companies have to consummate their initial business combination. As a result, we may have more difficulty
consummating our Initial Business Combination prior to the end of the term for doing so.
However, if we anticipate that we may not be able to consummate our
Initial Business Combination within 15 months, we may, by resolution of our board if requested by our Sponsor or its affiliates or designees,
extend the period of time to consummate a business combination by an additional three months (for a total of up to 18 months to complete
a business combination), subject to the Sponsor or its affiliates or designees depositing additional funds into the Trust Account (as
described below). Our shareholders will not be entitled to vote or redeem their shares in connection with any such extension. However,
our shareholders will be entitled to vote and redeem their shares in connection with a shareholder meeting held to approve an Initial
Business Combination or in a tender offer undertaken in connection with an Initial Business Combination if we propose such a business
combination during any three-month extension period. In order for the time available for us to consummate our Initial Business Combination
to be extended by three months, our Sponsor or its affiliates or designees must deposit into the trust account $1,725,000 ($0.10 per unit),
on or prior to the date of the applicable deadline. Any such payments would be made in the form of a non-interest bearing loan. If we
complete our Initial Business Combination, we will, at the option of our Sponsor or its affiliates or designees, repay such loaned amounts
out of the proceeds of the Trust Account released to us or convert a portion or all of the total loan amount into Class B ordinary shares
at a price of $10.00 per share. If we do not complete a business combination, we will repay such loans only from funds held outside of
the Trust Account. Our Sponsor or its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to
complete our Initial Business Combination. If we are unable to consummate our Initial Business Combination within the applicable time
period, we will, as promptly as reasonably possible but not more than five business days thereafter, redeem the public shares for a pro
rata portion of the funds held in the Trust Account and 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 event, the Warrants included in the
Units purchased in our Initial Public Offering will be worthless.
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 COVID-19 outbreak, other global
events (such as the recent hostilities between Ukraine and Russia) and the status of debt and equity markets.
The COVID-19 outbreak and other global events (such as the recent hostilities
between Ukraine and Russia) have resulted in, and could result in, a widespread crisis that has, and in the future could, adversely affected
the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination
could be materially and adversely affected. Furthermore, we may be unable to complete an Initial Business Combination if concerns relating
to COVID-19 and other matters of global concern (such as the ongoing conflict in Ukraine) continue to restrict travel, limit the ability
to have meetings with potential investors, limit the ability to conduct due diligence or limit the ability of a potential target company’s
personnel, vendors and services providers to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 and
other matters of global concern (such as the ongoing conflict in Ukraine) impact our search for an Initial Business Combination will depend
on future developments, which are highly uncertain and cannot be predicted. The effect of the COVID-19 pandemic and other matters of global
concern (such as the ongoing conflict in Ukraine) on businesses, and the inability to accurately predict the future impact of the pandemic
on businesses, has also made determinations and negotiations of valuation more difficult, which could make it more difficult to consummate
a business combination transaction. If the disruptions posed by COVID-19 or other matters of global concern (such as the ongoing conflict
in Ukraine) continue, 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, the ongoing conflict in Ukraine and other events,
including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms
acceptable to us or at all.
Finally, the outbreak of COVID-19 or other infectious
diseases 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.
We may not be able to consummate an Initial Business Combination
within 15 months after the closing of the Initial Public Offering (or 18 months from the closing of the Initial Public Offering if we
extend the time to complete a business combination pursuant to a funded three-month extension), in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate.
We may not be able to find a suitable target business and consummate
an Initial Business Combination within 15 months after the closing of the Initial Public Offering (or 18 months from the closing of the
Initial Public Offering if we extend the time to complete a business combination pursuant to a funded three-month extension). 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. It 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 have not consummated an Initial Business Combination within 15
months after the closing of the Initial Public Offering (or 18 months from the closing of the Initial Public Offering if we extend the
time to complete a business combination pursuant to a funded three-month extension), we will: (i) cease all operations except for the
purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay
dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate
and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason
prior to the consummation of our Initial Business Combination, we will follow the foregoing procedures with respect to the liquidation
of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands
law. In either such case, our public shareholders may receive only $10.20 per public share, or less than $10.20 per public share, on the
redemption of their shares, and our Warrants will expire worthless. See “-- If third parties bring claims against us, the proceeds
held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per public
share” and other risk factors included in this Annual Report.
The securities in which we invest the proceeds
held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes
or 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 of the Initial Public Offering and certain
proceeds from the sale of the Private Placement Warrants, in the amount of $175,950,000, are held in an interest-bearing Trust Account.
The proceeds held in the Trust Account may only be invested in direct U.S. Treasury obligations having a maturity of 185 days or less,
or in certain money market funds which invest only in direct U.S. Treasury obligations. While short-term U.S. 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 of very low or negative yields, the amount of interest
income (which we may withdraw to pay our taxes, if any) would be reduced. In the event that we are unable to complete our Initial Business
Combination, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any
interest income. If the balance of the Trust Account is reduced below $175,950,000 as a result of negative interest rates, the amount
of funds in the Trust Account available for distribution to our public shareholders may be reduced below $10.20 per share.
If we seek shareholder approval of our Initial Business Combination,
our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or Warrants, which may influence
a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or Public Warrants.
If we seek shareholder approval of our Initial Business Combination
and we do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer rules, our Sponsor,
directors, executive officers, special advisor or their affiliates may purchase public shares or Warrants in privately negotiated transactions
or in the open market either prior to or following the completion of our Initial Business Combination, although they are under no obligation
to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms
or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares or Warrants in
such transactions.
In the event that our Sponsor, directors, executive officers, special
advisor or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to
exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.
The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining
shareholder approval of the business combination, (2) reduce the number of Public Warrants outstanding or vote such Warrants on any matters
submitted to the Warrant holders for approval in connection with our Initial Business Combination or (3) satisfy a closing condition in
an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our Initial Business
Combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the
completion of our Initial Business Combination that may not otherwise have been possible. In addition, if such purchases are made, the
public “float” of our Class A ordinary shares or Public Warrants may be reduced and the number of beneficial holders of our
securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a
national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Securities Exchange Act
of 1934 (the “Exchange Act”) to the extent such purchasers are subject to such reporting requirements.
If a shareholder fails to receive notice of
our offer to redeem our public shares in connection with our Initial Business Combination, or fails to comply with the procedures for
tendering its shares, such shares may not be redeemed.
We will comply with the proxy rules or tender offer
rules, as applicable, when conducting redemptions in connection with our Initial Business Combination. Despite our compliance with these
rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become
aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will
furnish to holders of our public shares in connection with our Initial Business Combination will describe the various procedures that
must be complied with in order to validly redeem or tender public shares. For example, we may require our public shareholders seeking
to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender
their certificates to our transfer agent prior to the date set forth in the tender offer or proxy materials documents mailed to such holders,
or up to two business days prior to the scheduled vote on the proposal to approve the Initial Business Combination in the event we distribute
proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a shareholder fails to comply with
these procedures, its shares may not be redeemed.
If we seek shareholder approval of our Initial Business Combination
and we do not conduct redemptions pursuant to the tender offer rules, and if a shareholder or a “group” of shareholders are
deemed to hold in excess of 15% of our Class A ordinary shares, our public shareholders will lose the ability to redeem all such shares
in excess of 15% of our Class A ordinary shares.
If we seek shareholder approval of our Initial Business Combination
and we do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer rules, our amended
and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange
Act), will be restricted from 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. A shareholder’s inability
to redeem the Excess Shares will reduce the shareholder’s influence over our ability to complete our Initial Business Combination
and such shareholders could suffer a material loss on their investment in us upon a sale of Excess Shares in open market transactions.
Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we complete our Initial
Business Combination. And as a result, such shareholders would continue to hold that number of shares exceeding 15% and, in order to dispose
of such shares, would be required to sell their shares in open market transactions, potentially at a loss.
Our public shareholders will not be entitled to protections normally
afforded to investors of many other blank check companies.
Since the net proceeds of the Initial Public Offering
and the sale of the Private Placement Warrants are intended to be used to complete an Initial Business Combination with a target business
that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However,
because our net tangible assets in excess of $5,000,000, we are exempt from rules promulgated by the SEC to protect investors in blank
check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other
things, this means our Units were immediately tradable following our Initial Public Offering and we will have a longer period of time
to complete our Initial Business Combination than do companies subject to Rule 419. Moreover, if the Initial Public Offering were subject
to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the
funds in the Trust Account were released to us in connection with our completion of an Initial Business Combination.
As the number of special purpose acquisition companies evaluating
targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase
the cost of our Initial Business Combination and could even result in our inability to find a target or to consummate an Initial Business
Combination.
In recent years, and continuing in 2022, the number of special purpose
acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies
have already entered into an Initial Business Combination, and, as of December 31, 2021, there were more than 500 special purpose acquisition
companies seeking targets for their Initial Business Combination, as well as many such companies currently in registration. As a result,
at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable
target and to consummate 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 targets 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 and consummate an Initial Business Combination, and may result in our inability
to consummate an Initial Business Combination on terms favorable to our investors altogether.
Because of our limited resources and the significant and increasing
competition for business combination opportunities, it may be more difficult for us to complete our Initial Business Combination. If we
have not consummated our Initial Business Combination within the required time period, our public shareholders may receive only approximately
$10.20 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless.
While we believe there are numerous target businesses we could potentially
acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our ability to compete with
respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated
to offer holders of our public shares the right to redeem their shares for cash at the time of our Initial Business Combination in conjunction
with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our
Initial Business Combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business
combination. If we are unable to complete our Initial Business Combination within the required time period, our public shareholders may
receive only their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and
our Warrants will expire worthless.
We expect to encounter intense competition from other entities having
a business objective similar to ours, including private investors (which may be individuals or investment firms), 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. Our financial resources will be relatively limited when contrasted with those of
many of these competitors and such competitors may be able to propose attractive deal terms to a target business, such as a “reverse
termination fee” provision and other similar remedies that we do not expect to be able to be able to propose. While we believe there
are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the Private
Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited
by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain
target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the
time of our Initial Business Combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware
that this may reduce the resources available to us for our Initial Business Combination. Any of these obligations may place us at a competitive
disadvantage in successfully negotiating a business combination. If we have not consummated our Initial Business Combination within the
required time period, our public shareholders may receive only approximately $10.20 per public share, or less in certain circumstances,
on the liquidation of our Trust Account and our Warrants will expire worthless. See “-- If third parties bring claims against us,
the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than
$10.20 per public share” and other risk factors included in this Annual Report.
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 an Initial Business Combination. In order to obtain
directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination
entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and
officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified
officers and directors. In addition, even after we were to complete an Initial Business Combination, our directors and officers could
still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the Initial Business Combination.
As a result, in order to protect our directors and officers, the post-business combination entity 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 the net proceeds of our Initial Public Offering and the sale
of the Private Placement Warrants not being held in the Trust Account are insufficient to allow us to operate for the 15 months following
the closing of the Initial Public Offering (or 18 months from the closing of the Initial Public Offering if we extend the time to complete
a business combination pursuant to a funded three-month extension), it could limit the amount available to fund our search for a target
business or businesses and our ability to complete our Initial Business Combination, and we will depend on loans from our Sponsor, its
affiliates or members of our management team or our special advisor to fund our search and to complete our Initial Business Combination.
If we are required to seek additional capital, we would need to borrow
funds from our Sponsor, its affiliates or members of our management team, our special advisor or other third parties to operate or may
be forced to liquidate. Neither our Sponsor, its affiliates nor members of our management team, our special advisor nor any of their affiliates
is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the
Trust Account or from funds released to us upon completion of our Initial Business Combination. Up to $1,500,000 of such loans may be
convertible into Warrants of the post-business combination entity at a price of $1.00 per Warrant at the option of the lender. The Warrants
would be identical to the Private Placement Warrants. Prior to the completion of our Initial Business Combination, we do not expect to
seek loans from parties other than our Sponsor its affiliates or members of our management team or our special advisor as we do not believe
third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust
Account. If we have not consummated our Initial Business Combination within the required time period because we do not have sufficient
funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our public shareholders may
only receive an estimated $10.20 per public share, or possibly less, on our redemption of our public shares, and our Warrants will expire
worthless.
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 public share.
Our placing of funds in the Trust Account may not protect those funds
from third-party claims against us. Although we will seek to have all vendors, service providers (except our independent registered public
accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right,
title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, such parties
may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the Trust
Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as
claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets,
including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held
in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement
with a third-party that has not executed a waiver if 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 management is unable to find a service provider
willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the
future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust
Account for any reason. Upon redemption of our public shares, if we have not consummated an Initial Business Combination within 15 months
from the closing of the Initial Public Offering (or 18 months from the closing of the Initial Public Offering if we extend the time to
complete a business combination pursuant to a funded three-month extension), 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 ten 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 registered public accounting
firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction
agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public
share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per public share due to reductions
in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such
liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to
seek access to the Trust Account, nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering
against certain liabilities, including liabilities under the Securities Act of 1933 (the “Securities Act”). Moreover, in the
event that an executed waiver is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of
any liability for such third-party claims. However, we believe that our Sponsor’s only assets are securities of our company. Accordingly,
we believe it is unlikely that our Sponsor would be able 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 our public shareholders would
receive such lesser amount per share in connection with any redemption of 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 (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of
the date of the liquidation of the Trust Account if less than $10.20 per public share due to reductions in the value of the trust assets,
in each case net of the interest that may be withdrawn to pay our tax obligations, and our Sponsor asserts that it is unable to satisfy
its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine
whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent
directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that
our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular
instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account
available for distribution to our public shareholders may be reduced below $10.20 per public share.
We may not have sufficient funds to satisfy
indemnification claims of our directors and executive officers.
We have agreed to indemnify our officers and directors
to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of
any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever (except
to the extent they are entitled to funds from the Trust Account due to their ownership of public shares). Accordingly, any indemnification
provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an
Initial Business Combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit
against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood
of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and
our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement
and damage awards against our officers and directors pursuant to these indemnification provisions.
If, after we distribute the proceeds in the
Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that
is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having
breached their fiduciary duties, thereby exposing the members of our board of directors and us to claims seeking damages, including punitive
damages.
If, after we distribute the proceeds in the Trust
Account to our public shareholders, we file a bankruptcy petition or an involuntary 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 laws as either
a “preferential transfer,” a “fraudulent conveyance” or a “voidable transfer.” As a result, a bankruptcy
court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having
breached its fiduciary duty 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 seeking damages, including potential punitive damages.
If, before distributing the proceeds in the
Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary 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 bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not
dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy
estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims
deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation
may be reduced.
If we are deemed to be an investment
company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be
restricted, which may make it difficult for us to complete our Initial Business Combination.
If we are deemed to be an
investment company under the Investment Company Act, our activities may be restricted, including:
| ● | restrictions on the nature of our investments; and |
| ● | restrictions on the issuance of securities; |
each of which may make it difficult for us to
complete our Initial Business Combination. In addition, we may have imposed upon us burdensome requirements, including:
| ● | registration as an investment company with the SEC; |
| ● | adoption of a specific form of corporate structure; and |
| ● | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that
we are currently not subject to. |
In order not to be deemed
an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily
in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting,
owning or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities
and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate
the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resell or profit
from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our current and anticipated future principal
activities will subject us to regulation under 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. Pursuant to the trust agreement, the trustee is not permitted
to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business
plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant
bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment
Company Act. Our Initial Public Offering is not intended for persons who are seeking a return on investments in government securities
or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion
of our primary business objective, which is a business combination; (ii) 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 redemptions 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 15 months from the closing of our Initial Public Offering (or 18 months from the
closing of our Initial Public Offering if we extend the time to complete a business combination pursuant to a funded three-month extension)
or (B) with respect to any other material provision relating to shareholders’ rights or pre-Initial Business Combination activity;
and (iii) absent a business combination, our return of the funds held in the Trust Account to our public shareholders as part of our redemption
of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.
Additionally, plaintiffs in recent litigation have asserted that SPACs that are investing proceeds consistent with the manner discussed
above should still be considered investment companies. 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 subject to laws and regulations enacted by national, regional
and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring
of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and
application may also change from time to time and those changes could have a material adverse effect on our business, investments and
results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a
material adverse effect on our business, including our ability to negotiate and complete our Initial Business Combination, and results
of operations.
On March 30, 2022, the SEC announced the proposal of new rules and
amendments concerning special purpose acquisition companies (“SPACs”) such as the Company that, if adopted, would, among other
things: (i) require SPACs to include additional and/or enhanced disclosure about conflicts of interest, compensation paid to sponsors,
sources of dilution, and the fairness of proposed business combination transactions in certain instances, (ii) prohibit SPACs from taking
advantage of the liability safe harbor in the Private Securities Litigation Reform Act of 1995 regarding forward-looking statements in
SEC filings and with respect to business combination transactions, (iii) deem underwriters in a SPAC's initial public offering to be underwriters
in any subsequent de-SPAC transaction when certain conditions are met and (iv) implement new and more onerous requirements regarding the
use of financial projections in filings with the SEC, including in connection with SPAC business combination transactions. There can be
no assurance as to if or when the new proposed rules and amendments will be adopted by the SEC or, if adopted, as to any changes that
may be made to such proposed rules and amendments prior to their adoption or as to when the new rules and amendments would become effective.
If the new rules and amendments are adopted and become effective, they could have a material adverse effect on our business, including
our ability to negotiate and complete our Initial Business Combination.
If we have not consummated an Initial Business Combination within
15 months from the closing of the Initial Public Offering (or 18 months from the closing of Initial Public Offering if we extend the time
to complete a business combination pursuant to a funded three-month extension), our public shareholders may be forced to wait beyond such
15 months (or 18 months from the closing of Initial Public Offering if we extend the time to complete a business combination pursuant
to a funded three-month extension) before redemption from our Trust Account may occur.
If we have not consummated an Initial Business Combination within 15
months from the closing of the Initial Public Offering (or 18 months from the closing of Initial Public Offering if we extend the time
to complete a business combination pursuant to a funded three-month extension), the proceeds then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, if any (less up to $100,000
of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption
of public shareholders from the Trust Account will be effected automatically by function of our amended and restated memorandum and articles
of association prior to any voluntary winding up. If we are required to wind up, liquidate the Trust Account and distribute such amount
therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must
comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 15 months from the closing
of the Initial Public Offering (or 18 months from the closing of Initial Public Offering if we extend the time to complete a business
combination pursuant to a funded three-month extension) before the redemption proceeds of our Trust Account become available to them,
and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to
investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our Initial Business Combination or
amend certain provisions of our amended and restated memorandum and articles of association, and only then in cases where investors have
sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions
if we do not complete our Initial Business Combination and do not amend certain provisions of our amended and restated memorandum and
articles of association. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason
prior to the consummation of our Initial Business Combination, we will follow the foregoing procedures with respect to the liquidation
of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands
law.
Our shareholders may be held liable for claims
by third parties against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation,
any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date
on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result,
a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having
breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company
to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted
any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course
of business would be guilty of an offence and may be liable for a fine of $18,292.68 and imprisonment for five years in the Cayman Islands.
We may not hold an annual meeting of shareholders
until after the consummation of our Initial Business Combination.
In accordance with Nasdaq corporate governance requirements,
we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. There is
no requirement under the Companies Act for us to hold annual or general meetings to elect directors. Until we hold an annual meeting of
shareholders, public shareholders may not be afforded the opportunity to elect directors and to discuss company affairs with management.
Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except
for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term.
The grant of registration rights to our initial
shareholders may make it more difficult to complete our Initial Business Combination, and the future exercise of such rights may adversely
affect the market price of our Class A ordinary shares.
Pursuant to an agreement entered into in connection with our Initial
Public Offering, our initial shareholders and their permitted transferees can demand that we register the resale of the Class A ordinary
shares into which Founder Shares are convertible, the Private Placement Warrants and the Class A ordinary shares issuable upon exercise
of the Private Placement Warrants, and Warrants that may be issued upon conversion of working capital loans and the Class A ordinary shares
issuable upon conversion of such Warrants. The registration rights will be exercisable with respect to the Founder Shares and the 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 securities that is expected when the securities owned by our initial shareholders, holders of our Private Placement Warrants
or their permitted transferees are registered for resale.
Because we are neither limited to evaluating a target business
in a particular industry sector nor have we selected any specific target businesses with which to pursue our Initial Business Combination,
our public shareholders will be unable to ascertain the merits or risks of any particular target business’s operations.
We may pursue business combination opportunities in any sector, except
that we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our Initial Business
Combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected any specific
target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target
business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete
our Initial Business Combination, we may be affected by numerous risks inherent in the business operations with which we combine. For
example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be
affected by the risks inherent in the business and operations of a financially unstable or a development stage entity, including risks
related to any financial projections we may provide to the public, any changes in these projections or the failure to meet such projections.
Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure our
shareholders 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 our investors that an investment in our Units will ultimately
prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target.
Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value
of their securities. Such holders are unlikely to have a remedy for such reduction in value.
We may seek business combination opportunities
with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our
desired results.
We may seek business combination opportunities with
large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements,
to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as
successful as we anticipate. To the extent we complete our Initial Business Combination with a large complex business or entity with a
complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine,
which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent
in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors
until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take
longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities
may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely
impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization.
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 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 consummated our Initial Business Combination within
the required time period, our public shareholders may receive only approximately $10.20 per public share, or less in certain circumstances,
on the liquidation of our Trust Account and our Warrants will expire worthless.
We may seek acquisition opportunities with an early-stage company,
a financially unstable business or an entity lacking an established record of revenue or earnings.
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 as well as risks related to any financial projections we may provide to the public, any changes
in these projections or the failure to meet such projections.
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 may seek acquisition opportunities in acquisition targets
that may be outside of our management’s areas of expertise.
We will consider a business combination outside of our management’s
areas of expertise if such 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 the information contained
in this Annual Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business
that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors
relevant to such acquisition. Accordingly, any shareholders or Warrant holders who choose to remain a shareholder or Warrant holder following
our Initial Business Combination could suffer a reduction in the value of their securities. Such shareholders or Warrant holders are unlikely
to have a remedy for such reduction in value.
We are not required to obtain an opinion from an independent
accounting or investment banking firm, and consequently, our shareholders may have no assurance from an independent source that the price
we are paying for the business is fair to our shareholders from a financial point of view.
Unless we complete our Initial Business Combination
with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or another independent
entity that commonly renders valuation opinions that the price we are paying is fair to our shareholders from a financial point of view.
If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market
value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation
or tender offer materials, as applicable, related to our Initial Business Combination.
We may engage one or more of the underwriters of our Initial
Public Offering or one of their respective affiliates to provide additional services, which may include acting as financial advisor in
connection with an Initial Business Combination or as placement agent in connection with a related financing transaction. Such underwriters
are entitled to receive deferred commissions that will be released from the Trust Account only upon completion of an Initial Business
Combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services
to us, including, for example, in connection with the sourcing and consummation of an Initial Business Combination.
We may engage one or more of the underwriters of our Initial Public
Offering or one of their respective affiliates to provide additional services, including, for example, identifying potential business
combination targets, providing financial advisory services, acting as a placement agent in a private equity offering or arranging debt
financing. We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that
time in an arm’s length negotiation. The underwriters of our Initial Public Offering are also entitled to receive deferred commissions
that are conditioned on the completion of an Initial Business Combination. The fact that the underwriters’ or their respective 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 issue additional Class A ordinary shares
or preference shares to complete our Initial Business Combination or under an employee incentive plan after completion of our Initial
Business Combination. We may also issue Class A ordinary shares upon the conversion of the Founder Shares at a ratio greater than one-to-one
at the time of our Initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated memorandum
and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
Our amended and restated memorandum and articles
of association will authorize the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class
B ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share. Immediately following our
Initial Public Offering, there was 482,750,000 and 45,687,500 authorized but unissued Class A ordinary shares and Class B ordinary
shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding
Warrants or shares issuable upon conversion of the Class B ordinary shares, if any. The Class B ordinary shares will automatically convert
into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled
to liquidating distributions from the Trust Account if we fail to consummate an Initial Business Combination) at the time of our Initial
Business Combination or earlier at the option of the holders thereof as described herein and in our amended and restated memorandum and
articles of association. As of December 31, 2021 and immediately after the Initial Public Offering, there were no preference shares
issued and outstanding.
We may issue a substantial number of additional Class A ordinary shares
or preference shares to complete our Initial Business Combination or under an employee incentive plan after completion of our Initial
Business Combination. We may also issue Class A ordinary shares in connection with our redeeming the Warrants or upon conversion of the
Class B ordinary shares at a ratio greater than one-to-one at the time of our Initial Business Combination as a result of the anti-dilution
provisions as set forth in our amended and restated memorandum and articles of association. However, our amended and restated memorandum
and articles of association provides, among other things, that prior to or in connection with our Initial Business Combination, we may
not issue additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any Initial
Business Combination or on any other proposal presented to shareholders prior to or in connection with the completion of an Initial Business
Combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and
restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference
shares:
| ● | may significantly dilute the equity interest of investors in our
securities, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance
of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
| ● | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights
senior to those afforded our Class A ordinary shares; |
| ● | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may
affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal
of our present officers and directors; |
| ● | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or
voting rights of a person seeking to obtain control of us; |
|
● |
may adversely affect prevailing market prices for our securities; and |
|
● |
may not result in adjustment to the exercise price of our Warrants. |
Unlike some other similarly structured blank
check companies, our initial shareholders will receive additional Class A ordinary shares if we issue shares to consummate an Initial
Business Combination.
The Class B ordinary shares will automatically convert into Class A
ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating
distributions from the Trust Account if we fail to consummate an Initial Business Combination) at the time of our Initial Business Combination
or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of
all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued
and outstanding upon completion of our Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed
issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection
with or in relation to the consummation of the Initial Business Combination, excluding any Class A ordinary shares or equity-linked securities
exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the Initial Business
Combination and any Private Placement Warrants issued to the Private Placement Warrants investors, any of their affiliates or any members
of our management team or special advisor upon conversion of working capital loans. In no event will the Class B ordinary shares convert
into Class A ordinary shares at a rate of less than one-to-one. This is different than some other similarly structured blank check companies
in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the
Initial Business Combination.
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 consummated our Initial Business Combination within the required time period, our public shareholders may receive only approximately
$10.20 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless.
We anticipate that the investigation of each specific target business
and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific Initial
Business Combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if
we reach an agreement relating to a specific target business, we may fail to complete our Initial Business Combination for any number
of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially
adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated our Initial Business
Combination within the required time period, our public shareholders may receive only approximately $10.20 per public 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, executive officers, directors
or initial shareholders which may raise potential conflicts of interest.
In light of the involvement of our Sponsor, executive officers and
directors with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, executive officers, directors
or initial shareholders. Certain of our directors and officers also serve as officers and board members for other entities, including,
but not limited to, those described under Part III, Item 10, “Directors and Executive Officers of the Registrant” in this
Annual Report. Our Sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during
the period in which we are seeking an Initial Business Combination. Such entities may compete with us for business combination opportunities.
Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our Initial Business Combination
with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with
any such entity or entities. Although we will not be specifically focusing on, or 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 to obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness
to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated
with our Sponsor, executive officers, directors or initial shareholders, potential conflicts of interest still may exist and, as a result,
the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.
Since our Sponsor, executive officers, directors
and other Private Placement Warrants investors will lose their entire investment in us if our Initial Business Combination is not completed
(other than with respect to public shares they may acquire during or after the Initial Public Offering), a conflict of interest may arise
in determining whether a particular business combination target is appropriate for our Initial Business Combination.
On May 5, 2021, our Sponsor paid $25,000, or
approximately $0.004 per share, to cover certain expenses on our behalf in consideration of 5,750,000 Class B ordinary shares, par value
$0.0001. In September 2021, our Sponsor and Charles Urbain surrendered an aggregate of 1,437,500 Founder Shares to the Company for cancellation
for no consideration resulting in our Sponsor holding 4,312,500 Founder Shares in the aggregate, and an aggregate of 1,157,832 Founder
Shares are held by our executive officers, independent directors, special advisor and other third parties. Prior to the initial investment
in the company of $25,000 by the Sponsor, the company had no assets, tangible or intangible. The per share price of the Founder Shares
was determined by dividing the amount contributed to the company by the number of Founder Shares issued. The Founder Shares will be worthless
if we do not complete an Initial Business Combination.
In addition, the Private Placement Warrants investors
have purchased, pursuant to written agreements, an aggregate of 9,150,000 Private Placement Warrants, each exercisable to purchase one
Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per Warrant ($9,150,000), in a Private Placement
that closed simultaneously with the closing of our Initial Public Offering. In addition, our Sponsor or certain of our officers and directors
may make loans to us in order to finance transaction costs in connection with an intended Initial Business Combination, which loans would
be repaid upon consummation of our Initial Business Combination; provided that up to $1,500,000 of such loans may, at the lender’s
discretion, be converted upon consummation of our Initial Business Combination into additional Warrants at a price of $1.00 per Warrant
(which Warrants would be identical to the Private Placement Warrants). Further, in the event our Sponsor or any of its affiliates or
designees makes a payment into the Trust Account to extend the time to complete an Initial Business Combination, such party will receive
a non-interest bearing, unsecured promissory note equal to the amount of such payment that will not be repaid in the event that we are
unable to close an Initial Business Combination unless there are funds available outside the Trust Account to do so and which may, at
the lender’s discretion, be converted upon consummation of our Initial Business Combination into additional Warrants at a price
of $1.00 per Warrant (which Warrants would be identical to the Private Placement Warrants). The Private Placement Warrants, as well as
any Warrants issuable upon the conversion of outstanding loans, will be exercisable for one share of our Class A ordinary shares at a
price of $11.50 per share, subject to adjustment, and each Private Placement Warrant will also be expire worthless if we do not complete
an Initial Business Combination within 15 months from the closing of Initial Public Offering (or 18 months from the closing of Initial
Public Offering if we extend the time to complete an Initial Business Combination pursuant to a funded three-month extension) or during
any extended period of time that we may have to consummate an Initial Business Combination as a result of an amendment to our amended
and restated memorandum and articles of association.
The personal and financial interests of our Sponsor, executive officers
and directors may influence their motivation in identifying and selecting a target business combination, completing an Initial Business
Combination and influencing the operation of the business following the Initial Business Combination. This risk may become more acute
as the 15-month (or 18 months from the closing of Initial Public Offering if we extend the time to complete an Initial Business Combination
pursuant to a funded three-month extension) anniversary of the closing of the Initial Public Offering nears, which is the deadline for
our consummation of an Initial Business Combination.
Our management team and our Sponsor may make a profit on any
Initial Business Combination, even if any public shareholders who did not redeem their shares would experience a loss on that business
combination. As a result, the economic interests of our management team may not fully align with the economic interests of public shareholders.
Like most SPACs, our structure may not fully align the economic interests
of our Sponsor and those persons, including our officers and directors, who have interests in our Sponsor with the economic interests
of our public shareholders. Upon the closing of our Initial Public Offering, our Sponsor and the underwriters had invested in us an aggregate
of $9,175,000, comprised of the $25,000 purchase price for the Founder Shares and the $9,150,000 purchase price for the Private Placement
Warrants. Assuming a trading price of $10.00 per share upon consummation of our Initial Business Combination, the 4,312,500 Founder Shares
would have an aggregate implied value of $43,125,000. Even if the trading price of our Class A ordinary shares was as low as $2.13 per
share, and the Private Placement Warrants were worthless, the value of the Founder Shares would be approximately equal to the initial
investment in the Company by our management team. As a result, so long as we complete an Initial Business Combination, our management
team is likely to be able to recoup its investment in us and make a profit on that investment, even if our public shares lose significant
value. Accordingly, our Sponsor and members of our management team who own interests in our Sponsor may have incentives to pursue and
consummate an Initial Business Combination quickly, with a risky or not well established target business, and/or on transaction terms
favorable to the equity holders of the target business, rather than continue to seek a more favorable business combination transaction
that could result in an improved outcome for our public shareholders or liquidate and return all of the cash in the trust to the public
shareholders. For the foregoing reasons, investors should consider our Sponsor’s and management team's financial incentive to complete
an Initial Business Combination when evaluating whether to invest in our securities and/or redeem shares prior to or in connection with
an Initial Business Combination.
Our independent directors have a financial interest in our founder
shares, which they acquired at minimal cost. As a result, our independent directors would make a profit on any initial business combination,
even if any public shareholders who did not redeem their shares would experience a loss on that business combination. As a result, the
economic interests of our independent directors may not fully align with the economic interests of public shareholders. You should consider
this potential conflict of interest in deciding whether to invest in our securities and whether to redeem your shares at the time of our
Initial Business Combination.
Like most SPACs, our structure may not fully align the economic interests
of our independent directors with the economic interests of our public shareholders. Our independent directors currently own an aggregate
of 948,650 Founder Shares. Our independent directors acquired these Founder Shares at minimal cost. Our independent directors would make
a profit on their Founder Shares if we consummate our Initial Business Combination, even if our public shares lose significant value after
that business combination and our public shareholders experience significant losses in connection with their investment. If we fail to
consummate an Initial Business Combination, however, the Founder Shares will be worthless. It is also possible that one or more of our
independent directors could make loans to us, which would be repaid or potentially converted into Warrants in connection with a business
combination, as discussed above. As a result, our independent directors may be incentivized to approve an Initial Business Combination
with a risky or not well established target business, and/or on transaction terms favorable to the equity holders of the target business,
particularly as the deadline for completing our Initial Business Combination nears. You should consider the foregoing when evaluating
whether to invest in our securities and/or redeem shares prior to or in connection with an Initial Business Combination.
We may issue notes or other debt securities,
or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition
and thus negatively impact the value of our shareholders’ investment in us.
Although we had no commitments as of December 31, 2021 to issue
any notes or other debt securities, or to otherwise incur outstanding debt following the Initial Public Offering, we may choose to incur
substantial debt to complete our Initial Business Combination. We and our officers have agreed that we will not incur any indebtedness
unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust
Account. As such, no issuance of debt will affect the per share amount available for redemption from the Trust Account. Nevertheless,
the incurrence of debt could have a variety of negative effects, including:
| ● | default and foreclosure on our assets if our operating revenues
after an Initial Business Combination are insufficient to repay our debt obligations; |
| ● | acceleration of our obligations to repay the indebtedness even
if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial
ratios or reserves without a waiver or renegotiation of that covenant; |
| ● | our immediate payment of all principal and accrued interest,
if any, if the debt is payable on demand; |
| ● | our inability to obtain necessary additional financing if the
debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
| ● | our inability to pay dividends on our Class A ordinary
shares; |
| ● | using a substantial portion of our cash flow to pay principal
and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses,
capital expenditures, acquisitions and other general corporate purposes; |
| ● | limitations on our flexibility in planning for and reacting
to changes in our business and in the industry in which we operate; |
| ● | increased vulnerability to adverse changes in general economic,
industry and competitive conditions and adverse changes in government regulation; and |
| ● | limitations on our ability to borrow additional amounts for
expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt. |
We may only be able to complete one Initial
Business Combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which will cause
us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification
may negatively impact our operations and profitability.
The net proceeds from our Initial Public Offering
and the sale of the Private Placement Warrants provides us with up to $169,862,500 that we may use to complete our Initial Business Combination
(after deducting the $6,037,500 of deferred underwriting commissions being held in the Trust Account).
We may effectuate our Initial Business Combination
with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able
to effectuate our Initial Business Combination with more than one target business because of various factors, including the existence
of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating
results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our Initial
Business Combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory
developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting
of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different
areas of a single industry. Accordingly, the prospects for our success may be:
|
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solely dependent upon the performance of a single business, property or asset, or |
|
|
|
|
● |
dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
This lack of diversification may subject us to numerous
economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in
which we may operate subsequent to our Initial Business Combination.
We may attempt to simultaneously complete business
combinations with multiple prospective targets, which may hinder our ability to complete our Initial Business Combination and give rise
to increased costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several
businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete
our Initial Business Combination. With multiple business combinations, we could also face additional risks, including additional burdens
and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated
with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.
If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
We may attempt to complete our Initial Business
Combination with a private company about which little information is available, which may result in a business combination with a company
that is not as profitable as we suspected, if at all.
In pursuing our business combination 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 our Initial Business Combination with which
a substantial majority of our shareholders do not agree.
Our amended and restated memorandum and articles
of association will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in
an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s
“penny stock” rules). As a result, we may be able to complete our Initial Business Combination even though a substantial majority
of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our
Initial Business Combination and do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender
offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, special advisor
or their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are
validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination
exceeds the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A
ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business
combination.
In order to effectuate an Initial Business
Combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments,
including their warrant agreements. We cannot assure our shareholders 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 our shareholders may not support.
In order to effectuate a business combination, blank check companies
have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements.
For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended the
time to consummate 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 will
require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least
two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant agreement will require
a vote of holders of at least 50% of the Public Warrants and, solely with respect to any amendment to the terms of the Private Placement
Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants, 50% of the number of the then outstanding
Private Placement Warrants. In addition, our amended and restated memorandum and articles of association will require us to provide our
public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated
memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class
A ordinary shares the right to have their shares redeemed in connection with our Initial Business Combination or to redeem 100% of our
public shares if we do not complete our Initial Business Combination within 15 months from the closing of the Initial Public Offering
(or 18 months from the closing of Initial Public Offering if we extend the time to complete a business combination pursuant to a funded
three-month extension) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. To
the extent any of such amendments would be deemed to fundamentally change the nature of any of our securities, we would register, or seek
an exemption from registration for, the affected securities.
The provisions of our amended and restated
memorandum and articles of association that relate to the rights of holders of our Class A ordinary shares (and corresponding provisions
of the agreement governing the release of funds from our Trust Account) may be amended with the approval of a special resolution which
requires the approval of the holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the Company,
which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended
and restated memorandum and articles of association to facilitate the completion of an Initial Business Combination that some of our shareholders
may not support.
Some other blank check companies have a provision in their charter
which prohibits the amendment of certain of its provisions, including those which relate to the rights of a company’s shareholders,
without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically
requires approval by between 90% and 100% of the company’s shareholders. Our amended and restated memorandum and articles of association
provides that any of its provisions related to the rights of holders of our Class A ordinary shares (including the requirement to deposit
proceeds of the Initial Public Offering and the Private Placement Warrants into the Trust Account and not release such amounts except
in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by
special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the Company,
and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by
holders of at least 65% of our ordinary shares; provided that the provisions of our amended and restated memorandum and articles of association
governing the appointment or removal of directors prior to our Initial Business Combination may only be amended by a special resolution
passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative
vote of a simple majority of our Founder Shares. Our initial shareholders and their permitted transferees, if any, who collectively beneficially
owned, on an as-converted basis, 20% of our Class A ordinary shares upon the closing of Initial Public Offering, will participate in any
vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote
in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of
association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase
our ability to complete a business combination with which our public shareholders do not agree. Our shareholders may pursue remedies against
us for any breach of our amended and restated memorandum and articles of association.
Our Sponsor, executive officers, directors and director nominees and
special advisor have agreed, pursuant to agreements with us, that they will not propose any amendment to our amended and restated memorandum
and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary
shares the right to have their shares redeemed in connection with our Initial Business Combination or to redeem 100% of our public shares
if we do not complete our Initial Business Combination within 15 months from the closing of Initial Public Offering (or 18 months from
the closing of Initial Public Offering if we extend the time to complete a business combination pursuant to a funded three-month extension)
or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, 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, if any, divided by the number of the then-outstanding public shares. These
agreements are contained in a letter agreement that we have entered into with our Sponsor, directors, officers and special advisor. Our
shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue
remedies against our Sponsor, executive officers, directors, director nominees or special advisor for any breach of these agreements.
As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.
Certain agreements entered into in connection
with the Initial Public Offering may be amended without shareholder approval.
Each of the agreements related to the Initial Public Offering to which
we are a party, other than the warrant agreement and the investment management trust agreement, may be amended without shareholder approval.
Such agreements are: the underwriting agreement; the letter agreement among us and our initial shareholders, executive officers, directors
and special advisor; the registration rights agreement among us and our initial shareholders; the Private Placement Warrants purchase
agreement between us, our Sponsor, Charles Urbain and GR Sleep LLC; and the administrative services agreement among us and our Sponsor.
These agreements contain various provisions that our public shareholders might deem to be material. For example, our letter agreement
and the underwriting agreement contain certain lock-up provisions with respect to the Founder Shares, Private Placement Warrants
and other securities held by our initial shareholders, executive officers, directors and special advisor. Amendments to such agreements
would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so for
a variety of reasons, including to facilitate our Initial Business Combination. 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.
Any amendment entered into in connection with the consummation of our Initial Business Combination will be disclosed in our proxy materials
or tender offer documents, as applicable, related to such Initial Business Combination, and any other material amendment to any of our
material agreements will be disclosed in a filing with the SEC. 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. For example, amendments to the lock-up provision discussed above may result
in our initial shareholders selling their securities earlier than they would otherwise be permitted, which may have an adverse effect
on the price of our securities.
We may be unable to obtain additional financing
to complete our Initial Business Combination or to fund the operations and growth of a target business, which could compel us to restructure
or abandon a particular business combination. If we have not consummated our Initial Business Combination within the required time period,
our public shareholders may receive only approximately $10.20 per public share, or less in certain circumstances, on the liquidation
of our Trust Account and our Warrants will expire worthless.
Although we believe that the net proceeds of the Initial Public Offering
and the sale of the Private Placement Warrants will be sufficient to allow us to complete our Initial Business Combination, because we
have not yet selected any prospective target business we cannot ascertain the capital requirements for any particular transaction. If
the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants prove to be insufficient, either because
of the size of our Initial Business Combination, the depletion of the available net proceeds in search of a target business, the obligation
to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our Initial Business Combination
or the terms of negotiated transactions to purchase shares in connection with our Initial Business Combination, we may be required to
seek additional financing or to abandon the proposed business combination. We cannot assure our shareholders that such financing will
be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition
financing. To the extent that additional financing proves to be unavailable when needed to complete our Initial Business Combination,
we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target
business candidate. If we have not consummated our Initial Business Combination within the required time period, our public shareholders
may receive only approximately $10.20 per public share, or less in certain circumstances, on the liquidation of our Trust Account and
our Warrants will expire worthless. In addition, even if we do not need additional financing to complete our Initial Business Combination,
we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could
have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders
is required to provide any financing to us in connection with or after our Initial Business Combination.
Our initial shareholders control a substantial
interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do
not support.
As of December 31, 2021, our initial shareholders
own, on an as-converted basis, 20% of our issued and outstanding ordinary shares. Accordingly, our initial shareholders may exert a substantial
influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended
and restated memorandum and articles of association. If our Sponsor purchases any additional Class A ordinary shares in the aftermarket
or in privately negotiated transactions, this would increase its control. Neither our Sponsor nor, to our knowledge, any of our officers
or directors or special advisor, have any current intention to purchase additional securities, other than as disclosed in this Annual
Report on Form 10-K. Factors that would be considered in making such additional purchases would include consideration of the current trading
price of our Class A ordinary shares. In addition, our board of directors, whose members were elected by our Sponsor, is and will be divided
into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each
year. We may not hold an annual meeting of shareholders to elect new directors prior to the completion of our Initial Business Combination,
in which case all of the current directors will continue in office until at least the completion of the business combination. If there
is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will
be considered for election and our Sponsor, because of its ownership position, will control the outcome, as only holders of our Class
B ordinary shares will have the right to vote on the appointment of directors and to remove directors prior to our Initial Business Combination.
Accordingly, our Sponsor will continue to exert control at least until the completion of our Initial Business Combination. In addition,
we have agreed not to enter into a definitive agreement regarding an Initial Business Combination without the prior consent of our Sponsor.
Our Warrants may have an adverse effect on
the market price of our Class A ordinary shares and make it more difficult to effectuate our Initial Business Combination.
We currently have outstanding a total of 8,625,000 Public Warrants
and 9,150,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment.
In addition, if our Sponsor, its affiliates or a member of our management team, directors or our special advisor makes any working capital
loans, it may convert up to $1,500,000 of such loans into up to an additional 1,500,000 Private Placement Warrants, at the price of $1.00
per Warrant. We may also issue Class A ordinary shares in connection with our redemption of our Warrants.
To the extent we issue ordinary shares for any reason, including 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 could make us a less attractive acquisition vehicle to a target business. Such Warrants, when exercised, will increase
the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the
business transaction. Therefore, our Warrants may make it more difficult to effectuate a business transaction or increase the cost of
acquiring the target business.
A provision of our warrant agreement may make
it more difficult for us to consummate an Initial Business Combination.
Unlike most blank check companies, if (i) we issue additional Class
A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our Initial Business Combination
at a Newly Issued Price of less than $9.20 per ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than
60% of the total equity proceeds, and interest thereon, available for the funding of our Initial Business Combination on the date of the
consummation of our Initial Business Combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise
price of the Warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00
per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the
Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher
of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an Initial Business Combination with
a target business.
Our Warrants are accounted for as a warrant liability and were
recorded at fair value upon issuance, with changes in fair value each period reported in earnings, which may have an adverse effect on
the market price of our Class A ordinary shares or may make it more difficult for us to consummate an Initial Business Combination.
We account for our Warrants as a warrant liability which we recorded
at fair value upon their issuance, with any changes in fair value each period reported in earnings as determined by us based upon a valuation
report obtained from our independent third party valuation firm. As such, when our stock price increases, the fair value of the warrant
liability would increase, and we would be required to recognize an expense associated with this change in fair value. Similarly, when
our stock price decreases, the fair value of the warrant liability would decrease, and we would be required to recognize a gain associated
with this change in fair value. The impact of changes in fair value on earnings may have an adverse effect on the market price of our
Class A ordinary shares. In addition, potential business combination targets may seek a special purpose acquisition company that does
not have Warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an Initial Business
Combination with a target business.
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 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 (“GAAP”), or international financial reporting standards as
issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances and the historical financial
statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(the “PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may acquire because
some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with
federal proxy rules and complete our Initial Business Combination within the prescribed time frame.
Compliance obligations under the Sarbanes-Oxley
Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and
increase the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act requires that
we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31,
2021. 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 not be required to comply with the independent registered public accounting firm attestation requirement on our internal
control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley
Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our Initial
Business Combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.
The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and
costs necessary to complete any such acquisition.
If we pursue a target company with operations
or opportunities outside of the United States for our Initial Business Combination, we may face additional burdens in connection with
investigating, agreeing to and completing such Initial Business Combination, and if we effect such Initial Business Combination, we would
be subject to a variety of additional risks that may negatively impact our operations.
If we pursue a target a company with operations or
opportunities outside of the United States for our Initial Business Combination, we would be subject to risks associated with cross-border
business combinations, including in connection with investigating, agreeing to and completing our Initial Business Combination, conducting
due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes
in the purchase price based on fluctuations in foreign exchange rates.
If we effect our Initial Business Combination with
such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting,
including any of the following:
| ● | costs and difficulties inherent in managing cross-border
business operations; |
| ● | rules and regulations regarding currency redemption; |
| ● | complex corporate withholding taxes on individuals; |
| ● | laws governing the manner in which future business combinations
may be effected; |
| ● | exchange listing and/or delisting requirements; |
| ● | tariffs and trade barriers; |
| ● | regulations related to customs and import/export matters; |
| ● | local or regional economic policies and market conditions; |
| ● | unexpected changes in regulatory requirements; |
| ● | tax issues, such as tax law changes and variations in tax
laws as compared to the United States; |
| ● | currency fluctuations and exchange controls; |
| ● | challenges in collecting accounts receivable; |
| ● | cultural and language differences; |
| ● | protection of intellectual property; |
| ● | applicable privacy laws and regulations; |
| ● | underdeveloped or unpredictable legal or regulatory systems; |
| ● | protection of intellectual property; |
| ● | social unrest, crime, strikes, riots and civil disturbances; |
| ● | regime changes and political upheaval; |
| ● | terrorist attacks, natural disasters and wars; and |
| ● | deterioration of political relations with the United States. |
We may not be able to adequately address these additional
risks. If we were unable to do so, we may be unable to complete such Initial Business Combination, or, if we complete such Combination,
our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.
We may reincorporate in another jurisdiction in connection with
our Initial Business Combination and such reincorporation may result in taxes imposed on shareholders.
We may 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 in the jurisdiction in which the shareholder 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.
We do not intend to make any cash distributions to shareholders to pay such taxes.
Shareholders may be subject to withholding taxes or other taxes with
respect to their ownership of us after the reincorporation.
We are subject to changing law and regulations regarding regulatory
matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
We are subject to rules and regulations by various governing bodies,
including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are
publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and
regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of
management time and attention from seeking a business combination target.
Moreover, because these laws, regulations and standards are subject
to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result
in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance
practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business
may be harmed.
Risks Relating to the Post-Business Combination
Company
Subsequent to our completion of our Initial Business Combination,
we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative
effect on our financial condition, results of operations and the price of our securities, which could cause shareholder to lose some or
all of their investment.
Even if we conduct extensive due diligence on a target business with
which we combine, we cannot assure our shareholders that this diligence will identify all material issues 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 holders who choose to retain
their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely
to have a remedy for such reduction in value.
We may have a limited ability to assess the
management of a prospective target business and, as a result, may affect our Initial Business Combination with a target business whose
management may not have the skills, qualifications or abilities to manage a public company.
When evaluating the desirability of effecting our
Initial Business Combination with a prospective target business, our ability to assess the target business’s management may be limited
due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore,
may prove to be incorrect and such management may lack the skills, qualifications or abilities we expected. Should the target business’s
management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability
of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities following
the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such
reduction in value.
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.
Our management may not be able to maintain
control of a target business after our Initial Business Combination. Upon the loss of control of a target business, new management may
not possess the skills, qualifications or abilities necessary to profitably operate such business.
We may structure our Initial Business Combination
so that the post-business combination company in which our public shareholders own shares will own less than 100% of the equity interests
or assets of a target business, but we will only complete such business combination if the post-business combination company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient
for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction
that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities of the target,
our shareholders prior to our Initial Business Combination may collectively own a minority interest in the post-business combination company,
depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which
we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock of a target. In this
case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary
shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding Class A ordinary shares
subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single
person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more
likely that our management will not be able to maintain control of the target business.
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. We will also incur costs and demands upon management as a result of complying with the laws and regulations
affecting public companies.
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 including the reporting requirements
of the Exchange Act, the Sarbanes-Oxley Act and stock exchange rules. The requirements of these rules and regulations will increase legal
and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on the Company’s
systems and resources. The management team may not successfully or efficiently manage the transition to operating a public company that
is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny
of securities analysts and investors. If new management is unfamiliar with the requirements of operating a public company regulated by
the SEC, they may have to expend time and resources becoming familiar with such requirements. This could be expensive and time-consuming
and could lead to various regulatory issues which may adversely affect our operations.
After our Initial Business Combination, 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 or remain profitable.
Exchange rate fluctuations and currency policies may cause a
target business’ ability to succeed in the international markets to be diminished.
In the event we acquire a non-U.S. target, all revenues
and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could
be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and
are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against
our reporting currency may affect the attractiveness of any target business or, following consummation of our Initial Business Combination,
our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation
of our Initial Business Combination, the cost of a target business as measured in dollars will increase, which may make it less likely
that we are able to consummate such transaction.
Risks Relating to Our Management Team
We are dependent upon our executive officers
and directors and their loss could adversely affect our ability to operate.
Our operations are dependent upon a relatively small
group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service
of our officers and directors, at least until we have completed our Initial Business Combination. In addition, our executive officers
and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest
in allocating their time among various business activities, including identifying potential business combinations and monitoring the related
due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive
officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on
us.
Our ability to successfully effect our Initial
Business Combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may
join us following our Initial Business Combination. The loss of key personnel could negatively impact the operations and profitability
of our post-combination business.
Our ability to successfully effect our Initial Business Combination
is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be
ascertained. Although some of our key personnel may remain with the target business in senior management, director 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 our shareholders
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, and a particular business combination
may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation
following our Initial Business Combination and as a result, may cause them to have conflicts of interest in determining whether a particular
business combination is the most advantageous.
Our key personnel may be able to remain with our
company after the completion of our Initial Business Combination only if they are able to negotiate employment or consulting agreements
in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination
and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would
render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention
or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation
in identifying and selecting a target business.
The officers and directors of an acquisition
candidate may resign upon completion of our Initial Business Combination. The loss of a business combination target’s key personnel
could negatively impact the operations and profitability of our post-combination business.
The role of an acquisition candidate’s key
personnel upon the completion of our Initial Business Combination cannot be ascertained at this time. Although we contemplate that certain
members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our Initial
Business Combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.
Our executive officers and directors will allocate
their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.
This conflict of interest could have a negative impact on our ability to complete our Initial Business Combination.
Our executive officers and directors are not required
to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our
operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior
to the completion of our Initial Business Combination. Each of our executive officers and directors is engaged in several other business
endeavors for which he may be entitled to substantial compensation, and our executive officers and directors are not obligated to contribute
any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities.
If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such
affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative
impact on our ability to complete our Initial Business Combination. See Part III, Item 10, “Directors and Executive Officers of the Registrant” in this Annual Report
for a discussion of our officers’ and directors’ other business affairs.
Our officers and directors presently have,
and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including another blank check
company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
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, officers and directors are, and may in the
future become, affiliated with entities that are engaged in a similar business. In addition, our Sponsor, officers and directors may participate
in the formation of, or become an officer or director of, other blank check companies prior to completion of our Initial Business Combination.
As a result, our Sponsor, officers and directors could have conflicts of interest in determining whether to present business combination
opportunities to us or to any other blank check company with which they may become involved. However, we do not believe that any potential
conflicts would materially affect our ability to complete our Initial Business Combination.
Our Sponsor, officers and directors 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. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity
should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity
prior to its presentation to us. 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. In addition, the fiduciary duties
and contractual obligations that our officers and directors may have to other entities, including confidentiality obligations that may
restrict their ability to share with us or utilize on our behalf information they learn that could be beneficial to us, may otherwise
adversely affect our ability to identify or pursue certain business combination opportunities.
Our executive officers, directors, special
advisor, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits
our directors, executive officers, special advisor, security holders or affiliates from having a direct or indirect pecuniary or financial
interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact,
we may enter into a business combination with a target business that is affiliated with our Sponsor, our directors or executive officers,
although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account
in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests
and ours.
The personal and financial interests of our directors
and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination.
Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in
a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate
and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter
of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’
rights. However, we might not ultimately be successful in any claim we may make against them for such reason.
Members of our management team and board of
directors have significant experience as founders, board members, officers, executives or employees of other companies. While they are
not currently, certain of those persons may become involved in litigation, investigations or other proceedings, including related to those
companies or otherwise. The defense or prosecution of these matters could be time-consuming and could divert our management’s attention,
and 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, executives or employees of
other companies. As a result of their involvement and positions in these companies, while they are not currently, certain of those persons
may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such
companies, transactions entered into by such companies, or otherwise. While they are not currently, individual members of our management
team and board of directors also may become involved in litigation, investigations or other proceedings involving claims or allegations
related to or as a result of their previous personal conduct, either in their capacity as a corporate officer or director or otherwise,
and may be personally named in such actions and potentially subject to personal liability as a result of their previous individual conduct
or otherwise. Any such liability may or may not be covered by insurance and/or indemnification, depending on the facts and circumstances.
The defense or prosecution of these matters could be time-consuming. Any litigation, investigations or other proceedings and the potential
outcomes of such actions may divert the attention and resources of our management team and board of directors 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.
Risks Relating to our Securities
Our public shareholders do not have any rights or interests in
funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate their investment, public shareholders
may be forced to sell their public shares or Warrants, potentially at a loss.
Our public shareholders will be entitled to receive funds from the
Trust Account only upon the earliest to occur of: (i) our completion of an Initial Business Combination, and then only in connection with
those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the
redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and
articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the
right to have their shares redeemed in connection with our Initial Business Combination or to redeem 100% of our public shares if we do
not complete our Initial Business Combination within 15 months from the closing of the Initial Public Offering (or 18 months from the
closing of the Initial Public Offering if we extend the time to complete a business combination pursuant to a funded three-month extension)
or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption
of our public shares if we have not consummated an Initial Business Combination within 15 months from the closing of the Initial Public
Offering (or 18 months from the closing of the Initial Public Offering if we extend the time to complete a business combination pursuant
to a funded three-month extension), subject to applicable law and as further described herein. Public shareholders who redeem their Class
A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds
from the Trust Account upon the subsequent completion of an Initial Business Combination or liquidation if we have not consummated an
Initial Business Combination within 15 months from the closing of the Initial Public Offering (or 18 months from the closing of the Initial
Public Offering if we extend the time to complete a business combination pursuant to a funded three-month extension), with respect to
such Class A ordinary shares so redeemed. In no other circumstances will a public shareholder have any right or interest of any kind in
the Trust Account. Holders of Warrants will not have any right to the proceeds held in the Trust Account with respect to the Warrants.
Accordingly, to liquidate an investment, public shareholders may be forced to sell their public shares and/or Warrants, potentially at
a loss.
Nasdaq 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.
In order to continue listing our securities on Nasdaq prior to our
Initial Business Combination, we must maintain certain financial, distribution and share price levels. In general, we must maintain a
minimum amount in shareholders’ equity and a minimum of 400 round lot holders. Additionally, in connection with our Initial Business
Combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than
Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance,
our share price would generally be required to be at least $4.00 per share, our shareholders’ equity would generally be required
to be at least $15,000,000 and we would be required to have a minimum of 400 round lot holders of our unrestricted securities (with at
least 50% of such round lot holders holding unrestricted securities with a market value of at least $2,500). We cannot assure our public
shareholders that we will be able to meet those initial listing requirements at that time.
If Nasdaq delists our securities from trading on
its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted
on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
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reduced liquidity for our securities; |
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a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
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a limited amount of news and analyst coverage; and |
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a decreased ability to issue additional securities or obtain additional financing in the future. |
The National Securities Markets Improvement Act of 1996, which is a
federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered
securities.” Because our Units, Class A ordinary shares and Warrants are each listed on one of the tiers of Nasdaq, our Units, Class
A ordinary shares and Warrants will qualify as covered securities under the statute. Although the states are preempted from regulating
the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and,
if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.
While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies,
other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers,
or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer
listed on Nasdaq, our securities would not qualify as covered securities under the statute, and we would be subject to regulation in each
state in which we offer our securities.
We are not registering the Class A ordinary shares issuable
upon exercise of the Warrants under the Securities Act or any state securities laws at this time, and such registration may not be in
place when an investor desires to exercise Warrants, thus precluding such investor from being able to exercise its Warrants except on
a cashless basis and potentially causing such Warrants to expire worthless.
We are not registering the Class A ordinary shares issuable upon
exercise of the Warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement,
we have agreed that, as soon as practicable, but in no event later than 20 business days after the closing of our Initial Business Combination,
we will use our commercially reasonable efforts to file with the SEC 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 the
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 permit holders to exercise their Warrants on a cashless basis, in which case, the number of Class A ordinary
shares that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A
ordinary shares per Warrant (subject to adjustment). 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. Exercising the Warrants on a cashless basis could have the effect of reducing the potential
“upside” of the holder’s investment in our company because the Warrant holder will hold a smaller number of Class A
ordinary shares upon a cashless exercise of the Warrants they hold. 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 Units sold in our
Initial Public Offering. In such an instance, the Private Placement Warrants investors and their 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 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 Warrants as set forth
above even if the holders are otherwise unable to exercise their Warrants.
The Warrants may become exercisable and redeemable
for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.
In certain situations, including if we are not the surviving entity
in our Initial Business Combination, the Warrants may become exercisable for a security other than the Class A ordinary shares. As a result,
if the surviving company redeems your Warrants for securities pursuant to the warrant agreement, you may receive a security in a company
of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially
reasonable efforts to register the issuance of the security underlying the Warrants within twenty business days of the closing of an Initial
Business Combination.
We may amend the terms of the Warrants in a manner that may be
adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then-outstanding Public Warrants. As a result,
the exercise price of your Warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary
shares purchasable upon exercise of a Warrant could be decreased, all without the approval of the holders thereof.
Our Warrants were issued in registered form under a warrant agreement
between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the
Warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or 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 included
in the prospectus relating to our Initial Public Offering and the warrant agreement attached as Exhibit 4.5 to this Annual Report, or
defective provision, (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with
the warrant agreement 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, provided that the approval by the holders of at least 50% of the then-outstanding Public Warrants
is required to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, we may
amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants
approve of such amendment and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of
the warrant agreement with respect to the Private Placement Warrants, 50% of the number of the then outstanding Private Placement Warrants.
Although our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then-outstanding Public Warrants
is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, convert
the Warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a Warrant.
Our warrant agreement designates the courts of the State of
New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for
certain types of actions and proceedings that may be initiated by holders of our Warrants, which could limit the ability of Warrant holders
to obtain a favorable judicial forum for disputes with our company.
Our warrant agreement provides that, subject to applicable
law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under
the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be
the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such
courts represent an inconvenient forum.
Notwithstanding the foregoing, these provisions of the warrant agreement
will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal
district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring
any interest in any of our Warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement.
If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other
than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign
action”) in the name of any holder of our Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction
of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce
the forum provisions (an “enforcement action”), and (y) having service of process made upon such Warrant holder in any
such enforcement action by service upon such Warrant holder’s counsel in the foreign action as agent for such Warrant holder.
This choice-of-forum provision may limit a Warrant holder’s
ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits.
Alternatively, if a court were to find our 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.
We may redeem your unexpired Warrants prior to their exercise
at a time that is disadvantageous or undesirable to you, thereby making your Warrants worthless.
We have the ability to redeem the outstanding Public Warrants at any
time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the closing price of
our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise
or the exercise price of a Warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper
notice of such redemption and provided that certain other conditions are met. If and when the Warrants become redeemable by us, we may
exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state
securities laws. As a result, we may redeem the Warrants as set forth above even if the holders are otherwise unable to exercise the Warrants.
Redemption of the outstanding Warrants as described above could force you to (i) exercise your Warrants and pay the exercise price therefor
at a time when it may be disadvantageous or undesirable for you to do so, (ii) sell your Warrants at the then-current market price when
you might otherwise wish to hold your Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Warrants
are called for redemption, we expect would be substantially less than the market value of your Warrants. If, following our exercise of
our redemption rights, a Warrant holder fails to comply with the procedures for exercising its Warrants, such Warrant holder would be
required to 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 the Warrants. None of the Private Placement Warrants will be redeemable by us, so long
as they are held by the Private Placement Warrants investors or their permitted transferees. See “Description of Securities”
attached as Exhibit 4.4 to this Annual Report.
In addition, we have the ability to redeem the outstanding Public Warrants
at any time after they become exercisable and prior to their expiration, at a price of $0.10 per Warrant upon a minimum of 30 days’
prior written notice of redemption provided that the closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as
adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within
a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions
are met, including that holders will be able to exercise their Warrants prior to redemption for a number of Class A ordinary shares determined
based on the redemption date and the fair market value of our Class A ordinary shares. See “Description of Securities” attached
as Exhibit 4.4 to this Annual Report. Any such redemption may have similar consequences to a cash redemption described above. In addition,
such redemption may occur at a time when the Warrants are “out-of-the-money,” in which case you would lose any potential embedded
value from a subsequent increase in the value of the Class A ordinary shares had your Warrants remained outstanding. The value received
upon exercise of the Warrants (1) may be less than the value the holders would have received if they had exercised their Warrants at a
later time where the underlying share price is higher and (2) may not compensate the holders for the value of the Warrants, including
because the number of ordinary shares received is capped at 0.361 Class A ordinary shares per Warrant (subject to adjustment) irrespective
of the remaining life of the 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 Units will trade. If, upon exercise
of Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest
whole number the number of Class A ordinary shares to be issued to the Warrant holder. This is different from other offerings similar
to ours whose units include one ordinary share and one whole Warrant to purchase one whole share. We have established the components of
the Units in this way in order to reduce the dilutive effect of the Warrants upon completion of a business combination since the Warrants
will be exercisable in the aggregate for one-half of the number of shares compared to Units that each contain a whole Warrant to purchase
one 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 a Unit included a Warrant to purchase one whole share.
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 a staggered board of directors, the ability of the board of directors to designate the terms of and
issue new series of preference shares, and the fact that prior to the completion of our Initial Business Combination only holders of our
Founder Shares, which have been issued to our Sponsor, are entitled to vote on the appointment of directors, which may make more difficult
the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices
for our securities.
General Risk Factors
We are a recently incorporated company with no operating history
and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a recently formed company, incorporated under the laws of the
Cayman Islands with no operating results, and we will not commence operations until completing an Initial Business Combination. Because
we lack an operating history, investors in our securities 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 or
their respective affiliates may not be indicative of future performance of an investment in us.
Information regarding performance is presented for
informational purposes only. Any past experience or performance of our management team and their respective affiliates, including performance
information of funds with which there are or were associated, is not a guarantee of either: (1) our ability to successfully identify and
execute a transaction or (2) success with respect to any business combination that we may consummate. You should not rely on the historical
record of the performance of our management team or their respective affiliates as indicative of the future performance of an investment
in us or the returns we will, or are likely to, generate going forward. Our management has no experience in operating special purpose
acquisition companies.
We are an emerging growth company and a smaller
reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements
available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less
attractive to investors and may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within
the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company
for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A
ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an
emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive
because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions,
the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities
and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when
a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,
can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has
opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards
used.
Additionally, we are a “smaller reporting company”
as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until
the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of
the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary
shares held by non-affiliates exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure
obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
Because we are incorporated under the laws of the Cayman Islands,
you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be
limited.
We are an exempted company incorporated under the
laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States
upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs are governed by our amended
and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time)
and the common law of the Cayman Islands. We are also subject to the federal securities laws of the United States. The rights of
shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors
to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands
is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions
of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and
the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial
precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as
compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies
of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal
court of the United States.
We have been advised by our Cayman Islands legal
counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States
predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in
original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the
federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature.
In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States,
the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without
retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation
to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman
Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty,
inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner,
or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive
or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent
proceedings are being brought elsewhere.
As a result of all of the above, public shareholders
may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors
or controlling shareholders than they would as public shareholders of a United States company.
An investment in our securitiesmay result in uncertain or adverse
U.S. federal income tax consequences.
An investment our securities may result in uncertain U.S. federal income
tax consequences. For instance, because there are no authorities that directly address instruments similar to the Units we issued in our
Initial Public Offering, the allocation an investor makes with respect to the purchase price of a Unit between the Class A ordinary shares
and the one-half of one redeemable Warrant included in each Unit could be challenged by the Internal Revenue Service (“IRS”)
or the courts. Furthermore, the U.S. federal income tax consequences of a cashless exercise of Warrants in our Units is unclear under
current law. Finally, it is unclear whether the redemption rights with respect to our ordinary shares suspend the running of a U.S. holder’s
holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary
shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividends”
for U.S. federal income tax purposes.
Since only holders of our Class B ordinary shares will have
the right to vote on the appointment of directors, upon the listing of our shares on Nasdaq, Nasdaq may consider us to be a “controlled
company” within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.
Prior to consummation of our Initial Business Combination, only holders
of our Class B ordinary shares have the right to vote on the appointment of directors. As a result, Nasdaq may consider us to be
a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards,
a company of which more than 50% of the voting power for the appointment of directors 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 that includes a majority of “independent directors,” as defined
under the rules of Nasdaq; |
| ● | we
have a compensation committee of our board 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 that is comprised entirely
of independent directors with a written charter addressing the committee’s purpose
and responsibilities. |
We
do not currently intend to utilize these exemptions and intend to comply with the corporate governance requirements of Nasdaq,
subject to applicable phase-in rules applicable to non-controlled companies. However, if we determine in the future to utilize some or
all of these exemptions, our public shareholders will not have the same protections afforded to shareholders of companies that are subject
to all of Nasdaq corporate governance requirements.
We may be a passive foreign investment company, or “PFIC,”
which could result in adverse U.S. federal income tax consequences to U.S. investors.
If we are a PFIC for any taxable year (or portion thereof) that is
included in the holding period of a U.S. holder of our Class A ordinary shares or Warrants, the U.S. holder may be subject to adverse
U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent
taxable years may depend on whether we qualify for the PFIC start-up exception and the timing of our Initial Business Combination. Depending
on the particular circumstances, the application of the start-up exception may be subject to uncertainty and there cannot be any assurance
that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our
current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, 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, upon written request, we will endeavor
to provide to a U.S. holder such information as the 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 be unavailable with respect to our Warrants in all cases. We urge U.S. investors
to consult their tax advisors regarding the possible application of the PFIC rules with respect to their particular circumstances.
Cyber incidents or attacks directed at us could
result in information theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information
systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and
deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the
cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an
early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.
We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.
It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial
loss.
We have identified a material weakness in
our internal control over financial. The material weakness could adversely affect our ability to report our results of operations and
financial condition accurately and in a timely manner.
We identified an accounting error in the initial
measurement of Class A ordinary shares subject to possible redemption whereby we measured the shares at the issuance price rather than
the redemption price. As part of such process, we identified a material weakness in our internal control over financial reporting related
to the proper accounting classification and valuation of complex financial instruments.
A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement
of a company’s annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective
internal controls are necessary for us to provide reliable financial reports and prevent fraud.