Overview
Ribbit
LEAP, Ltd., which stands for Ribbit Capital Long-Term Equity Acquisition Pool is a blank check company formed in July 2020 as
a Cayman Islands exempted company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this Annual
Report (Amendment No. 1) on Form 10-K/A as our initial business combination. To date, our efforts have been limited to our organizational
activities and activities related to the Initial Public Offering and the identification and evaluation of prospective acquisition
targets for our initial business combination. We have generated no operating revenues to date and we do not expect to generate
operating revenues until we consummate our initial business combination.
On
September 15, 2020, we consummated our Initial Public Offering of 40,250,000 units, which included the full exercise of the underwriters’
option to purchase an additional 5,250,000 units to cover over-allotments, with each unit consisting of one Class A ordinary share,
$0.0001 par value per share, and one-fifth of one redeemable warrant, each whole public warrant entitling the holder thereof to
purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. The units were sold at a
price of $10.00 per unit, generating gross proceeds to us of $402,500,000.
Simultaneous
with the Initial Public Offering and the issuance and sale of the units, we consummated the private placement of 1,005,000 Class
A ordinary shares at a price of $10.00 per share, generating total proceeds of approximately $10.1 million. The private placement
shares are identical to the Class A ordinary shares in the Initial Public Offering, except that if held by the sponsor or its
permitted transferees, they are subject to a letter agreement in which they agree to certain restrictions on the transfer of the
private placement shares until the earlier of (1) one year after the completion of the initial business combination and (2) the
date following the initial business combination on which the company completes a liquidation, merger, share exchange, reorganization
or other similar transaction that results in the public shareholders having the right to exchange their ordinary shares.
Upon
the consummation of the Initial Public Offering and the private placement, a total of $402.5 million was deposited in a U.S.-based
trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer and Trust Company, acting as trustee.
Transaction costs of the Initial Public Offering and the private placement amounted to approximately $22.9 consisting of approximately
$0.8 million in offering expenses, $8.1 million in underwriting fees and approximately $14.1 million of deferred underwriting
fees. Funds held in the trust account have been invested only in U.S. government treasury bills with a maturity of one hundred
and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company
Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government obligations. Except
with respect to interest earned on the funds in the trust account that may be released to us to pay income taxes, if any, the
proceeds from the Initial Public Offering and the sale of the private placement shares held in the trust account will not be released
from the trust account (1) to us until the completion of its initial business combination or (2) to our public shareholders, until
the earliest of: (a) the completion of our initial business combination, and then only in connection with those Class A ordinary
shares that such shareholders properly elect to redeem, subject to certain limitations, (b) the redemption of any public shares
properly tendered in connection with a (i) shareholder vote to amend our amended and restated memorandum and articles of association
to modify the substance or timing of its obligation to provide holders of its Class A ordinary shares the right to have their
shares redeemed in connection with its initial business combination within 24 months from the closing of the Initial Public Offering,
or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement
for an initial business combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any
other provisions relating to shareholders’ rights of holders of our Class A ordinary shares or pre-initial business combination
activity and (c) the redemption of all of our public shares if we have not completed our initial business combination within 24
months from the closing of the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter
of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the Initial
Public Offering, subject to applicable law.
Simultaneously
with the Initial Public Offering, LEAP Ribbit Opportunity VI, LLC, an affiliate of our sponsor, entered into a forward purchase
agreement with us that will provide for the purchase by the affiliate of our sponsor of an aggregate of 10,000,000 Class A ordinary
shares and 2,000,000 redeemable warrants, for an aggregate purchase price of $100,000,000, or $10.00 per one Class A ordinary
share and one-fifth of one redeemable warrant, in a private placement to close substantially concurrently with the closing of
our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A
ordinary shares are redeemed by our public shareholders. The Class A ordinary shares and redeemable warrants issuable pursuant
to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units
in the Initial Public Offering, respectively, except that the affiliate of our sponsor will have certain registration rights,
as described herein.
While
we may pursue a business combination target in any business, industry, sector or geographical location, we are focusing our search
for an initial business combination in the intersection of financial services and technology globally. We may pursue a transaction
in which our shareholders immediately prior to the completion of our initial business combination would collectively own a minority
interest in the post-business combination company.
Our
Sponsor and Guiding Principles
Our
sponsor is an affiliate of Ribbit Capital, a family of investment funds based in Palo Alto, California, focused on the intersection
of financial services and technology. Ribbit Capital was founded in 2012 by Meyer “Micky” Malka, an entrepreneur and
investor with over 25 years of experience building and investing in technology and financial services businesses throughout the
world. Ribbit Capital manages more than $2.6 billion of committed capital on behalf of its investors, many of which have been
with Ribbit Capital since inception. The mission of Ribbit Capital is to change the world of finance by providing capital and
guidance to visionary financial services entrepreneurs. To that end, Ribbit Capital has built a portfolio of over 75 private and
public company investments across six continents and a multitude of sectors within financial services, including payments, personal
finance, investments and wealth, lending, insurance, crypto assets, financial infrastructure, financial software, and home finance.
Ribbit Capital’s investments include such leaders in these sectors as Affirm, Inc., Brex Inc., Coalition, Inc., Coinbase,
Inc., Credit-Karma, Inc. CRB Group, Inc. (which does business as Cross River Bank), Dhani Services Limited (formerly Indiabulls
Ventures Limited) (NSE: DHANI), Figure Technologies, Inc., MercadoLibre, Inc. (NASDAQ:MELI), Next Insurance, Inc., Nu Holdings
Ltd. (which does business as Nubank), Revolut Ltd., Robinhood Markets, Inc., Root, Inc., Sea Limited (NYSE:SE), Viva Republica
Inc. (which does business as Toss), Upgrade, Inc., and Zillow Group, Inc. (NASDAQ:ZG).
Ribbit
Capital strives to be more than a source of financial capital to entrepreneurs. Prior to Ribbit Capital, Mr. Malka was a founder
to multiple companies across banking, brokerage, and payments and led them to successful exits. Since founding Ribbit Capital,
he and his team have built a robust family of investment funds which has provided the opportunity to invest and partner with several
of the top financial technology companies of the past decade. This background allows Ribbit Capital to approach entrepreneurs
as collaborators, offering data, perspectives, and lessons learned in innovative financial businesses across geographies and over
time. By applying this partnership orientation and operator mentality, Ribbit Capital is able to create meaningful, lasting relationships
with entrepreneurs. Ribbit Capital has demonstrated a strong track record as an investment manager for its nine flagship closed-end
private funds and its several special purpose vehicles. The compound annual rate of return of its aggregate portfolio—as
measured by the ratio of the fair market value of Ribbit Capital’s portfolio and distributions to the aggregate paid in
capital of all of the funds it manages—has materially exceeded the upper quartile of its benchmark, the U.S. Venture Capital
Index per Cambridge Associates, from the day Ribbit Capital started through December 31,
2020. Ribbit Capital’s performance is consistent across its fund vintages, with each of its flagship funds over two years
old delivering a compound annual rate of return to investors of more than 30% before fees and expenses.
The
following principles underpin the culture and organization of Ribbit Capital, and serve as the foundation for Ribbit LEAP:
We
are mission-oriented. We believe that technology has the potential to make finance more transparent and accessible across
the world. Driven by this belief, we are focused on helping to build the financial services brands of tomorrow. Consistency allows
us to develop informed, data-rich perspectives on industry trends and business models. Our depth in the space leads to stronger
relationships with entrepreneurs and investors and to wider visibility into investment opportunities, as evidenced by the more
than 5,000 companies that we monitor worldwide across financial technology.
We
are patient. We believe that enduring financial services companies cannot be built overnight. We underwrite each investment
with a decade-plus investment horizon and aspire to invest in assets that we would be willing to hold indefinitely. When working
with companies, our focus is on compounding sources of value rather than short-term earnings performance. This mentality aligns
with the technology- and customer-centric mentality of the entrepreneurs and management teams with whom we partner and allows
us to invest in opportunities that grow exponentially rather than linearly.
We
align ourselves with our partners. We believe that we succeed when our partners succeed. We aim to act as principals,
not agents. We make large financial commitments to the funds we manage; as a result, our team members are among Ribbit Capital’s
largest individual limited partners. Similarly, we look to work with management teams with significant ownership in their own
companies. We use the products and services offered by our portfolio and invest in people and brands we are proud to recommend
to close friends. In our business, and in financial services more broadly, we believe getting the incentives right is half of
the battle.
We
chart our own course. We believe in making principles-based decisions. Historically, this has served us well and contributed
to many of the key choices underlying our track record. In structuring Ribbit LEAP, we sought to employ the same independent thinking,
designing a structure that we feel provides value both to shareholders and to partners in an initial business combination. We
expect that our long-term approach, encapsulated in Ribbit Capital’s track record as well as Ribbit LEAP’s structure,
will afford us a substantial competitive advantage relative to other blank check companies.
We
believe Ribbit LEAP is a natural extension of Ribbit Capital’s mission to invest in visionary financial services entrepreneurs
across stages—from initial idea and early stage venture to growth capital and the public markets. Ribbit LEAP intends to
partner only with world-class entrepreneurs, providing them with a significant amount of flexible capital and guiding them in
their transition from the private to the public markets. Ribbit LEAP is designed to deliver a differentiated combination of private
market-style partnership and public market capital.
Market
Opportunity and the State of Financial Technology
Ribbit
Capital was founded on the thesis that, in the decades to come, trillions of dollars of market value will shift from the financial
services incumbents to their technology-led challengers. Underpinning this thesis is our view that incumbent financial services
brands have not kept pace with new technologies and evolving customer expectations. Financial crises across different geographies
over the past 12 years created opportunities for consumers to reconsider their trust in traditional financial institutions, and
the smartphone provided a new platform through which financial products and services could be delivered directly to willing customers.
Since June 2012, we estimate that more than $500 billion of market capitalization has been captured by financial services challengers
that have accessed the public markets. While this transition is impressive, we believe it is still in its early days, and Ribbit
LEAP is well positioned to take advantage of this trend.
Our
conviction in the future growth of financial technology in the public markets is informed by the following factors.
•
Large and growing addressable market. The financial services sector is one of the largest contributors to GDP worldwide.
The 20 largest financial services companies alone generated $335 billion of net income in 2018. This rapid pace of growth has
been driven by the increasing digitization of financial services, product innovation, and the broadening application of financial
offerings across a range of marketplaces and software companies.
•
Business model dynamics give rise to category winners. Financial services and technology are industries that disproportionately
benefit from highly scaled brands and platforms, particularly due to the importance of trust. Scale also drives a flywheel effect
of increasing efficiency, which allows platforms to pass on savings and deliver differentiated products and services to their
end markets. This has given rise to very large players today: of the 102 companies with a market capitalization of $100 billion
or more globally as of the third quarter of 2020, 23 of them are technology companies and 20 of them are financial services companies,
and together they constitute 56% of the $22 trillion of market value of all companies worth more than $100 billion. This compares
to 34% of the $5 trillion of market value of companies that met that same criteria in 1999. Furthermore, since 1999, there have
been approximately 18 financial services companies that have grown to a market capitalization of $100 billion or greater and 156
financial services companies that have grown to a market capitalization of $10 billion or greater across the public and private
markets.
•
Accelerating private market activity creates a pipeline for the public markets. Value created in the private market
may be a leading indicator for future investment opportunities in the public markets. Between 2018 and 2019, approximately $75
billion of venture capital was invested into financial technology, or fintech, according to CB Insights. Late-stage fintech fundraising
in particular has accelerated, with over $16 billion of capital invested in 2018 and 2019 alone, according to PitchBook. Of the
580 global “unicorns,” or venture-backed businesses with valuations greater than $1 billion, 90 are in fintech. The
collective valuation of these fintech unicorns is nearly $500 billion. Many of them have decided to stay private for longer than
they otherwise would have given the easy availability of private capital funding. We believe these fintech unicorns—and
many high quality, potential unicorns—could benefit from a public listing as an efficient way to increase liquidity, expand
access to capital, and improve branding and we are positioned to provide these fintech platforms with an attractive alternative
to enter the public markets.
•
Blurring lines between fintech and software. In recent years, there has been an increase in the number of technology
companies developing financial services offerings to complement their existing offerings, expand customer relationships, and bolster
monetization. This convergence of financial services and technology is driving disruption and creating opportunities for challengers
to build brands from more and less obvious quarters. The dynamic is clearly visible across several sectors reflected in Ribbit
Capital’s investments:
E-commerce:
E-commerce marketplaces such as MercadoLibre and Sea Group are now embedding payments and lending on their platforms while developing
mobile wallets for their customers.
Real
estate portals: Property listing websites such as Zillow are now buying and selling homes as a principal on their own marketplaces,
acting as market makers and offering mortgage, insurance, and closing services.
Purchase
finance: Point of sale lenders such as Affirm are disintermediating incumbent payment networks and card providers by connecting
merchants and consumers via attractive financing offers.
Software
as a service (“SaaS”): SaaS companies such as Juniper Square are leveraging the data, transaction, and customer
flows that run through their systems to offer embedded payments, financing, and insurance products to their clients.
Ribbit
Capital’s focus on the intersection of financial services and technology has helped us to understand the size of the addressable
market across regions and subsectors and the potential for outsized outcomes across stages. This perspective, combined with the
investments that Ribbit Capital has made in public companies, has given us confidence in the opportunity for patient and focused
public market fintech investors to earn high multiples on invested capital.
We
further believe that some of the circumstances created by the COVID-19 pandemic presents a new dynamic for investors in fintech
generally and for Ribbit LEAP in particular. First, stay-at-home orders and quarantines have meaningfully accelerated the already
strong consumer trend toward adoption of digital financial products. Second, companies that are positively indexed to digital
financial services have an unprecedented opportunity to take market share through marketing and acquisitions, both of which require
large injections of new capital. Third, we believe that many of the private market investors that have backed fintech businesses
are increasingly focused on liquidity, which could present attractive risk-adjusted returns to investors with more patient capital.
Fourth, we expect that many robust and high-quality businesses have suffered temporary shocks to revenue and cash, which may cause
them to seek a larger capital raise than typical in private rounds, thereby driving them to further explore the public markets.
Notwithstanding the foregoing, see “Item 1A. Risk Factors—Our search for a business combination, and any partner business
with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 pandemic and
the status of debt and equity markets” and the other factors described under “Item 1A. Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” for a discussion of factors that may impact the development of the above-described
circumstances.
Our
Proposition
We
believe that Ribbit LEAP offers an attractive proposition when compared with other blank check companies and other sources of
equity capital. We bring a singular focus and depth of expertise to financial services and technology. In addition to our expertise,
reputation, and network, which taken together gives us a competitive advantage in sourcing and consummating one or more business
combinations, we have designed Ribbit LEAP’s structure differently from other blank check companies to more closely align
it with Ribbit Capital’s core principles. The key elements of our structure are summarized below and are explained further
elsewhere in this Annual Report (Amendment No.1
) on Form 10-K/A.
Attribute
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Conventional SPAC
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Ribbit LEAP
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Why Ribbit LEAP is better
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Founder shares
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•
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20% of the ordinary shares issued and outstanding upon the consummation of the offering
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•
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10% of the ordinary shares issued and outstanding upon the consummation of our Initial Public Offering excluding private placement shares, Class L ordinary shares which are subject to stock performance vesting conditions
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•
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Less dilution for partner companies absent outsized post-business combination share performance
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Performance-based founder shares
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•
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All founder shares vested, no performance-based test
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•
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Class L ordinary shares, which when combined with the 10% founder shares, total to 30% of the ordinary shares issued and outstanding upon the consummation of our Initial Public Offering
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•
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Downside and upside are shared with investors because sponsor economics only begin to exceed those of a conventional SPAC with 20% founder shares when the stock trades above $30 per ordinary share
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Attribute
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Conventional SPAC
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Ribbit LEAP
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Why Ribbit LEAP is better
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•
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Class L ordinary shares vest in four equal tranches upon achieving outsized share performance, at $20.00, $30.00, $40.00, and $50.00 per share (but only following the one-year anniversary of our initial business combination)
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•
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High vesting thresholds create long-term commitment
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•
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Class L ordinary shares also vest upon the consummation of certain strategic transactions following our initial business combination dependent on the effective price per Class A ordinary share
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Sponsor at-risk investment
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•
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Purchase of private placement warrants with similar terms to public warrants, in the money with just a 15% increase in stock price
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•
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No warrants; Class A ordinary shares purchased at $10 per share
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•
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Simplifies the transaction and pro forma capital structure
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Rights for founder shares
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•
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20% of the vote for the initial business combination
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•
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20% of the vote for the initial business combination
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•
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Creates closer alignment with management teams looking for a partner
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•
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Board rights determined in the initial business combination negotiation
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•
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Right to appoint one-fifth (rounded up to the nearest whole number) of the members of our board of directors following our initial business combination
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•
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Aligns Ribbit LEAP’s governance rights to both performance and “skin in the game”
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Forward purchase agreement
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•
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If included, often structured as an “up to” commitment
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•
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$100 million minimum commitment from an affiliate of our sponsor
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•
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Greater “skin in the game” than a typical offering
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•
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Supports confidence in LEAP’s ability to close a transaction
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Attribute
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Conventional
SPAC
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Ribbit
LEAP
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Why
Ribbit LEAP is better
|
Term
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•
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24 months
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•
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24 months with the ability to extend
to an additional 3 months
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•
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Provides greater flexibility to source
the most attractive partners
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A
key tenet of Ribbit Capital’s mantra is that it takes money to change money. We believe that our structure reinforces
our value proposition by making Ribbit LEAP a more attractive capital source to companies and a more attractive investment for
investors. The combination of our sponsor and our structure provide the following benefits to our partner companies and investors:
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•
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Longevity.
We view partnership with management teams as a commitment for a decade or more. Because of this we are focused on
long-term value creation, and we seek to partner with investors with the same orientation. Consistent with this posture, we
have structured the sponsor economics to be meaningfully weighted to share performance over many years. Furthermore, a substantial
majority of the sponsor economics earned will sit within private funds managed by Ribbit Capital (which have an initial term
of ten years), rather than being held directly by our management team.
|
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•
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Ecosystem:
Ribbit Capital’s portfolio includes prominent and innovative fintech platforms and brands globally. Our ideal
candidate for a business combination will be able to benefit from connectivity and partnership with this network, which we
believe is a key competitive advantage for Ribbit LEAP in consummating a business combination and in the future success of
the company.
|
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•
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Alignment.
An affiliate of our sponsor has committed a minimum of $100 million of capital in a forward purchase commitment, sitting
alongside our investors with “skin in the game.” Traditionally, sponsors of blank check companies purchase 20%
of the issued stock at a nominal price that is awarded to the sponsor regardless of performance and solely on the ability
to close an initial business combination. We believe this conventional structure creates a misalignment of interest between
the sponsor, investors, and the partner in a business combination. We have eschewed this construct to instead earn sponsor
economics that better align with price performance. Ribbit Capital will only “break even” with a conventional
20% founder share structure if the stock price trades above $30 per ordinary share, or 200% above the share price of the initial
offering. This meaningful capital commitment and performance-based structure will incentivize us to partner with one or more
companies that offer the highest quality growth and return potential to investors rather than reward us for merely consummating
a business combination. We believe these features will help us attract patient growth-oriented investors, which in turn strengthens
the value proposition of Ribbit LEAP.
|
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•
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Perspective.
Ribbit Capital has a strong track record as a specialist investor and partner at the intersection of financial services
and technology. Our focus on fintech provides us with insights and a global network of operators, investors, and regulators
that can inform strategic decisions, new product development, and relationship-building with stakeholders. We believe that
our hands-on experience as operators and investors in the industry positions us to better evaluate partner companies and to
help them maximize value following a business combination.
|
We
believe that Ribbit LEAP offers a structure that is simple, transparent, and fosters alignment for all parties.
Our
Investment Criteria
Our
objective is to partner with one or more target companies that we believe will produce the strongest financial returns for our
investors over the next decade or longer. In pursuit of this objective, we will measure potential partners against the following
business criteria:
• World-class
management teams. We seek management teams with whom we would be proud to partner for the next decade or more and who
have the vision, energy, and execution capability to deliver on our high expectations for growth and franchise value. This is
the standard against which Ribbit Capital measures all of the management teams it partners with, whether they are running public
or private companies.
•
Large addressable markets with attractive tailwinds for digital innovators. Financial services profits are large
enough in the regions where Ribbit Capital invests to potentially support market capitalizations in the tens or hundreds of billions
of dollars for market leaders. Furthermore, across sectors and regions, we see the opportunity for technology to make financial
products and services more affordable and accessible for customers. We seek businesses that address these markets.
•
User adoption suggesting a generational brand is being built. We believe that every new generation of users presents
an opportunity to create a defining brand that stretches across multiple sectors within financial services. We seek businesses
that show enough traction among their customers where we can see the potential for them to become generational brands.
•
Significant growth opportunities. In addition to strong organic growth potential, we seek businesses that could
meaningfully accelerate growth through new product and technological expertise, business combinations, geographic expansion, and/or
a shareholder base that is aligned to long-term growth. We seek businesses for which our capital can fuel this development and
growth.
•
Strong unit economics and profitability visibility. In order to deliver enduring value creation for shareholders,
we believe that a business must be profitable or on a clear and easily understood path towards profitability, which is most clearly
demonstrated by unit economics that are attractive today.
In
addition to these business criteria, any potential acquisition target will be ready or almost ready to operate in the public markets
from the perspective of corporate governance, financial reporting, compliance, and anticipated investor receptivity. We believe
that evaluating a full universe of companies is important to fulfilling our ultimate objective. As such, we will evaluate companies
both in the United States and other regions where we have meaningful relationships, experience, and insight. Furthermore, we will
evaluate companies that are new to the Ribbit Capital network, already within the Ribbit Capital network of more than 5,000 companies,
and within Ribbit Capital’s portfolio of more than 75 companies.
Our
Initial Business Combination
The
New York Stock Exchange (NYSE) rules and our amended and restated memorandum and articles of association require that our initial
business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of
the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and
excluding the amount of any deferred underwriting discount). We refer to this as the 80% net assets test. If our board of directors
is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial
business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is
a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or accounting firm with respect
to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to
rely on such opinion.
While
we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value
of a partner business or businesses, it may be unable to do so if the board of directors is less familiar or experienced with
the partner company’s business, there is a significant amount of uncertainty as to the value of the company’s assets
or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction
involves a complex financial analysis or other specialized skills and the board of directors determines that outside expertise
would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market
value of the partner business meets the 80% of net assets test, unless such opinion includes material information regarding the
valuation of a partner business or the consideration to be provided, it is not anticipated that copies of such opinion would be
distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders
and file with the SEC in connection with a proposed transaction will include such opinion.
We
anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders
own shares will own or acquire 100% of the equity interests or assets of the partner business or businesses. We may, however,
structure our initial business combination such that the post-business combination company owns or acquires less than 100% of
such interests or assets of the partner business in order to meet certain objectives of the partner management team or shareholders
or for other reasons, 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 partner or otherwise acquires a controlling interest in the partner sufficient
for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment
Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the partner,
our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company,
depending on valuations ascribed to the partner and us in the business combination transaction. For example, we could pursue a
transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares
or other equity interests of a partner. In this case, we would acquire a 100% controlling interest in the partner. However, as
a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the completion of our initial
business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination.
If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post-business
combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes
of the 80% of net assets test. If the business combination involves more than one partner business, the 80% of net assets test
will be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the
initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. In addition, we
have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our
sponsor.
We
have entered into a forward purchase agreement pursuant to which an affiliate of our sponsor has agreed to subscribe for an aggregate
of 10,000,000 forward purchase shares and 2,000,000 forward purchase warrants, for an aggregate purchase price of $100,000,000,
or $10.00 per forward purchase share and one-fifth of one forward purchase warrant, in a private placement to close substantially
concurrently with the closing of our initial business combination. The capital from such private placement would be used as part
of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would
be used for working capital in the post-transaction company. The forward purchase shares and the forward purchase warrants are
identical to the public shares and public warrants, respectively, except that the holders thereof will have certain registration
rights. The forward purchase shares and the forward purchase warrants are subject to the same transfer restrictions as the founder
shares. See “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters—Transfers
of Class B Ordinary Shares, Class L Ordinary Shares, Forward Purchase Securities and Private Placement Shares.”
We
are not under any obligation to sell any such shares. If we sell shares to our sponsor (or any other investor) in connection with
our initial business combination, the equity interest of public investors in the combined company may be diluted and the market
prices for our securities may be adversely affected. In addition, if the per share trading price of our ordinary shares is greater
than the price per share paid in the private placement, the private placement will result in value dilution to you.
Other
Considerations
We
are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with
Ribbit Capital, our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination
with a company that is affiliated with Ribbit Capital, our sponsor or any of our founders, officers or directors, we, or a committee
of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an
independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial
point of view. We are not required to obtain such an opinion in any other context.
Affiliates
of Ribbit Capital and members of our board of directors will directly or indirectly own founder shares, private placement shares
and/or Class L ordinary shares following the Initial Public Offering and, accordingly, may have a conflict of interest in determining
whether a particular partner business is an appropriate business with which to effectuate our initial business combination. Further,
each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination
if the retention or resignation of any such officers or directors were to be included by a partner business as a condition to
any agreement with respect to our initial business combination.
Ribbit
Capital is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business
combination. We will not consider a business combination with any company that has already been identified to Ribbit Capital as
a suitable acquisition candidate for it, unless Ribbit Capital, in its sole discretion, declines such potential business combination
or makes available to our company a co-investment opportunity in accordance with Ribbit Capital’s applicable existing and
future policies and procedures. Ribbit Capital may manage multiple investment vehicles and raise additional funds and/or successor
funds in the future, which may be during the period in which we are seeking our initial business combination. These Ribbit Capital
investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or
more of them on any given acquisition opportunity.
Ribbit
Capital or its affiliates, including our sponsor, and our officers and directors may sponsor or form other special purpose acquisition
companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial
business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an
initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability
to complete our initial business combination.
In
addition, certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary
and contractual duties to other entities, including without limitation, any future special purpose acquisition companies we expect
they may be involved in and investment funds, accounts, co-investment vehicles and other entities managed by affiliates of Ribbit
Capital and certain companies in which Ribbit Capital or such entities have invested. As a result, if any of our founders, officers
or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current
fiduciary or contractual obligations (including, without limitation, any future special purpose acquisition companies we expect
they may be involved in and any Ribbit Capital funds or other investment vehicles), then, subject to their fiduciary duties under
Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination
opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any
such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to Ribbit
Capital or our founders may be suitable for both us and a current or future Ribbit Capital fund, portfolio company or other investment
entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before
being directed, if at all, to us. None of Ribbit Capital, our founders or any members of our board of directors who are also employed
by Ribbit Capital or its affiliates have any obligation to present us with any opportunity for a potential business combination
of which they become aware solely in their capacities as officers or executives of Ribbit Capital.
However,
we do not expect these duties to materially affect our ability to complete our initial business combination.
In
addition, our founders, officers and directors are not required to commit any specified amount of time to our affairs and, accordingly,
will have conflicts of interest in allocating management time among various business activities, including identifying potential
business combinations and monitoring the related due diligence. In particular, in the future we expect certain of our officers
and directors may be officers and/or directors of other future special purpose acquisition companies.
Our
Corporate Information
Our
executive offices are located at 364 University Avenue, Palo Alto, California 94301. We maintain a corporate website at www.ribbitleap.com.
The information contained on or accessible through our corporate website or any other website that we may maintain is not part
of this Annual Report (Amendment No. 1) on Form 10-K/A.
We
are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the
Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company,
we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax
Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which
is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or
our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature
of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii)
by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our
shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities
Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging
growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors
find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of
our securities may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or
(c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are
held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion
in non-convertible debt during the prior three-year period. References herein to “emerging growth company” have the
meaning associated with it in the JOBS Act.
Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may
take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial
statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of
our ordinary shares held by non-affiliates equal to or exceeds $250 million as of the prior June 30, and (2) our annual revenues
equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates
equals or exceeds $700 million as of the prior June 30.
Financial
Position
As
of December 31, 2020, we had approximately $402.6 million held in the trust account, not taking into account $14.1 million of
deferred underwriting fees to be paid. With the funds available, we offer a partner business a variety of options such as creating
a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening
its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash,
debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that
will allow us to tailor the consideration to be paid to the partner business to fit its needs and desires. However, we have not
taken any steps to secure third party financing and there can be no assurance it will be available to us.
Effecting
Our Initial Business Combination
General
We
intend to effectuate our initial business combination using the proceeds of the Initial Public Offering, the sale of the private
placement shares, our equity, debt or a combination of these as the consideration. We may seek to complete our initial business
combination with a company or business that may be financially unstable or in its early stages of development or growth, which
would subject us to the numerous risks inherent in such companies and businesses.
If
our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are
used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class
A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes,
including for maintenance or expansion of operations of the post-business combination company, the payment of principal or interest
due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working
capital.
We
have reviewed, and continue to review, a number of opportunities to enter into an initial business combination with an operating
business, but we are not able to determine at this time whether we will complete an initial business combination with any of the
target businesses that we have reviewed or with any other target business. We have not selected any business combination partner.
Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition
candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a partner business, other
than our officers and directors.
Accordingly,
there is no current basis for investors to evaluate the possible merits or risks of the partner business with which we may ultimately
complete our initial business combination. Although our founding team will assess the risks inherent in a particular partner business
with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a partner business
may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce
the chances that those risks will adversely affect a partner business.
We
may need to obtain additional financing to complete our initial business combination, either because the transaction requires
more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant
number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur
debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt
in connection with our initial business combination. Other than the forward purchase agreement, we are not currently a party to
any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities,
the incurrence of debt or otherwise.
Sources
of Partner Businesses
Our
process of identifying acquisition partners will leverage Ribbit Capital’s and our founding team’s industry experiences,
proven deal sourcing capabilities and broad and deep network of relationships in numerous industries, including executives and
management teams, private equity groups and other institutional investors, large business enterprises, lenders, investment bankers
and other investment market participants, restructuring advisers, consultants, attorneys and accountants, which we believe should
provide us with a number of business combination opportunities. We expect that the collective experience, capability and network
of Ribbit Capital and our founders, directors and officers, combined with their individual and collective reputations in the investment
community, will help to create prospective business combination opportunities.
In
addition, we anticipate that partner business candidates may be brought to our attention from various unaffiliated sources, including
investment bankers and private investment funds. Partner businesses may be brought to our attention by such unaffiliated sources
as a result of being solicited by us through calls or mailings. These sources may also introduce us to partner businesses in which
they think we may be interested on an unsolicited basis, since many of these sources will have read this Annual Report (Amendment
No. 1) on Form 10-K/A and know what types of businesses we are pursuing. Our officers and directors, as well as their affiliates,
may also bring to our attention partner business candidates of which they become aware through their business contacts as a result
of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.
While
we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions
on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s
fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.
We will engage a finder only to the extent our founding team determines that the use of a finder may bring opportunities to us
that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that
our founding team determines is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion
of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will
our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s
fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the
completion of our initial business combination (regardless of the type of transaction that it is). None of our sponsor, executive
officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees
or consulting fees from a prospective business combination partner in connection with a contemplated acquisition of such partner
by us. An agreement to pay the $10,000 per month for office space, secretarial and administrative support to our sponsor was waived
in writing between us and our sponsor in September 2020, and therefore no administrative fees are being paid to our sponsor. Some
of our officers and directors may enter into employment or consulting agreements with the post-business combination company following
our initial business combination.
We
are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with
Ribbit Capital or its affiliates, including our sponsor, or our founders, officers or directors. In the event we seek to complete
our initial business combination with a company that is affiliated with Ribbit Capital or its affiliates, including our sponsor,
or our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent
investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination
or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other
context.
Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to other entities, including any future special purpose acquisition companies we expect they may be involved in and entities that
are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination
opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity
which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor
his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their
fiduciary duties under Cayman Islands law. See “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts
of Interest.”
Evaluation
of a Partner Business and Structuring of Our Initial Business Combination
In
evaluating a prospective partner business, we will conduct a thorough due diligence review which may encompass, among other things,
meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities,
as well as a review of financial, operational, legal and other information which will be made available to us. If we determine
to move forward with a particular partner, we will proceed to structure and negotiate the terms of the business combination transaction.
The
time required to identify and evaluate a partner business and to structure and complete our initial business combination, and
the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with
respect to the identification and evaluation of, and negotiation with, a prospective partner business with which our initial business
combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another
business combination. The company will not pay any consulting fees to members of our founding team, or any of their respective
affiliates, for services rendered to or in connection with our initial business combination. In addition, we have agreed not to
enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.
Lack
of Business Diversification
For
an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend
entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations
with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations
and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single
entity, our lack of diversification may:
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subject us to negative
economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular
industry in which we operate after our initial business combination; and
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cause us to depend
on the marketing and sale of a single product or limited number of products or services.
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Limited
Ability to Evaluate the Partner’s Management Team
Although
we scrutinize the management of a prospective partner business when evaluating the desirability of effecting our initial business
combination with that business, our assessment of the partner business’s management may not prove to be correct. In addition,
the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore,
the future role of members of our founding team, if any, in the partner business cannot presently be stated with any certainty.
The determination as to whether any of the members of our founding team will remain with the combined company will be made at
the time of our initial business combination. While it is possible that one or more of our directors will remain associated in
some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts
to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our founding team
will have significant experience or knowledge relating to the operations of the particular partner business.
We
cannot assure you that any of our key personnel will remain in senior management, director or advisory positions with the combined
company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time
of our initial business combination.
Following
a business combination, we may seek to recruit additional managers to supplement the incumbent management of the partner business.
We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite
skills, knowledge or experience necessary to enhance the incumbent management.
Shareholders
May Not Have the Ability to Approve Our Initial Business Combination
We
may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of
our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required
by applicable law or stock exchange rule, or we may decide to seek shareholder approval for business or other legal reasons.
Under
the NYSE rules and our amended and restated memorandum and articles of association, shareholder approval would be required for
our initial business combination if, for example:
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we issue (other
than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of
ordinary shares then issued and outstanding or (b) have voting power equal to or in excess of 20% of the voting power then
issued and outstanding;
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any of our directors,
officers or substantial security holders (as defined by the rules of the NYSE) has a 5% or greater interest, directly or indirectly,
in the partner business or assets to be acquired and if the number of ordinary shares to be issued, or if the number of ordinary
shares into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of ordinary shares
or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the
number of ordinary shares or 5% of the voting power outstanding before the issuance in the case of any substantial security
holders; and
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the issuance or
potential issuance of ordinary shares will result in our undergoing a change of control.
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The
Companies Act and Cayman Islands law do not currently require, and we are not aware of any other applicable law that will require,
shareholder approval of our initial business combination. The decision as to whether we will seek shareholder approval of a proposed
business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our
discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:
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the timing of the
transaction, including in the event we determine shareholder approval would require additional time and there is either not
enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result
in other additional burdens on the company;
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the expected cost
of holding a shareholder vote;
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the risk that the
shareholders would fail to approve the proposed business combination;
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other time and budget
constraints; and
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additional legal
complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.
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Permitted
Purchases and Other Transactions with Respect to Our Securities
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates
may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion
of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable
securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors
or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares,
vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no
current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any
such transactions. None of the funds in the trust account will be used to purchase shares or warrants in such transactions. If
they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material
non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
In
the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions
from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our
initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares
and any proxy to vote against our initial business combination. We do not currently anticipate that such purchases, if any, would
constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the
going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases
are subject to such rules, the purchasers will comply with such rules.
The
purpose of any such transactions could be to (i) vote such shares in favor of the business combination and thereby increase the
likelihood of obtaining shareholder approval of the business combination, (ii) satisfy a closing condition in an agreement with
a partner that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination,
where it appears that such requirement would otherwise not be met or (iii) reduce the number of public warrants outstanding or
vote such warrants or any matter submitted to the warrant holders for approval in connection with our initial business combination.
Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have
been possible.
In
addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be
reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain
the quotation, listing or trading of our securities on a national securities exchange.
Our
sponsor, officers, directors and/or their affiliates may identify the shareholders with whom our sponsor, officers, directors
or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt
of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of tender offer
or proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors
or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders
who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial
business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination
but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor,
executive officers, directors, advisors or any of their affiliates will select which shareholders to purchase shares from based
on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing
shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.
Our
sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would
violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported by such person pursuant to Section
13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
Redemption
Rights for Public Shareholders upon Completion of Our Initial Business Combination
We
will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the
completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account calculated as of two business days prior to the consummation of the initial business combination, including
interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided
by the number of the then-outstanding public shares, subject to the limitations described herein. The amount in the trust account
is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem
their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights
may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be
no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not
proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business
combination does not close. Our sponsor and our founding team entered into agreements with us, pursuant to which they agreed to
waive their redemption rights with respect to their founder shares, private placement shares and any public shares purchased during
or after the Initial Public Offering in connection with (i) the completion of our initial business combination and (ii) a shareholder
vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance
or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection
with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination
within 24 months from the closing of the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed
a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the
Initial Public Offering, or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary
shares or pre-initial business combination activity.
Limitations
on Redemptions
Our
amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount
that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny
stock” rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our
initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to
the partner or its owners, (ii) cash to be transferred to the partner for working capital or other general corporate purposes
or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination.
Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001,
we do not have a maximum redemption threshold based on the percentage of shares sold, as many blank check companies do. In the
event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted
for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination
exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class
A ordinary shares submitted for redemption will be returned to the holders thereof, and we may search for an alternate business
combination.
Manner
of Conducting Redemptions
We
will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the
completion of our initial business combination either (i) in connection with a general meeting called to approve the business
combination or (ii) by means of a tender offer.
The
decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be
made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether
the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.
Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company
where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek
to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently
intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable
law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other
reasons.
If
we hold a shareholder vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum
and articles of association:
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conduct the redemptions
in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation
of proxies, and not pursuant to the tender offer rules; and
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file proxy materials
with the SEC.
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If
we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith,
provide our public shareholders with the redemption rights described above upon completion of the initial business combination.
If
we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary
resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote
at a general meeting of the company. In such case, our sponsor and each member of our founding team have agreed to vote their
founder shares and public shares purchased during or after our Initial Public Offering in favor of our initial business combination.
Because the founder shares in the aggregate are entitled to 20% of the combined voting power together as a single class, excluding
the private placement shares, in addition to our initial shareholders’ founder shares, we would need 14,088,751 or 35%,
of the 40,250,000 public shares sold in the Initial Public Offering to be voted in favor of an initial business combination in
order to have our initial business combination approved (assuming all issued and outstanding shares are voted). Each public shareholder
may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all.
Our amended and restated memorandum and articles of association require that at least five days’ notice will be given of
any such general meeting.
If
we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum
and articles of association:
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•
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conduct the redemptions
pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
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•
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file tender offer
documents with the SEC prior to completing our initial business combination which contain substantially the same financial
and other information about the initial business combination and the redemption rights as is required under Regulation 14A
of the Exchange Act, which regulates the solicitation of proxies.
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Upon
the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance
with Rule 10b5-1 to purchase Class A ordinary shares in the open market if we elect to redeem our public shares through a tender
offer, to comply with Rule 14e-5 under the Exchange Act.
In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business
days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination
until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not
tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we
have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
Limitation
on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval
Notwithstanding
the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions
in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and
articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person
with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act),
will be restricted from seeking redemption rights with respect to will be restricted from seeking redemption rights with respect
to more than an aggregate of 15% of the shares sold in the Initial Public Offering, which we refer to as the “Excess Shares,”
without our prior consent, without our prior consent. We believe this restriction will discourage shareholders from accumulating
large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against
a proposed business combination as a means to force us or our founding to purchase their shares at a significant premium to the
then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate
of 15% of the shares sold in the Initial Public Offering could threaten to exercise its redemption rights against a business combination
if such holder’s shares are not purchased by us, our sponsor or our founding team at a premium to the then-current market
price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold
in the Initial Public Offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt
to block our ability to complete our initial business combination, particularly in connection with a business combination with
a partner that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
However,
we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination.
Tendering
Share Certificates in Connection with a Tender Offer or Redemption Rights
Public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street
name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in
the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer
agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s
option, in each case up to two business days prior to the initially scheduled vote to approve the business combination. The proxy
solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with
our initial business combination will indicate the applicable delivery requirements, which will include the requirement that a
beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have from
the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to
the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable,
to tender its shares if it wishes to seek to exercise its redemption rights.
Given
the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery
of their public shares.
There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering
them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and
it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred
regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver
shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
The
foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection
with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote
on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on
the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was
approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership.
As a result, the shareholder then had an “option window” after the completion of the business combination during which
he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he
or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation.
As a result, the redemption rights, to which shareholders were aware they needed to commit before the general meeting, would become
“option” rights surviving past the completion of the business combination until the redeeming holder delivered its
certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s
election to redeem is irrevocable once the business combination is approved.
Any
request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled
vote on the proposal to approve the business combination, unless otherwise agreed to by us.
Furthermore,
if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides
prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return
the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares
electing to redeem their shares will be distributed promptly after the completion of our initial business combination.
If
our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise
their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In
such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.
If
our proposed initial business combination is not completed, we may continue to try to complete a business combination with a different
partner until 24 months from the closing of our Initial Public Offering, or 27 months from the closing of the Initial Public Offering
if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within
24 months from the closing of the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a
letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the
Initial Public Offering.
Redemption
of Public Shares and Liquidation If No Initial Business Combination
Our
amended and restated memorandum and articles of association provides that we have only 24 months from the closing of our Initial
Public Offering to consummate an initial business combination, or 27 months from the closing of the Initial Public Offering if
we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within
24 months from the closing of the Initial Public Offering to consummate an initial business combination. If we do not consummate
an initial business combination within 24 months from the closing of our Initial Public Offering, or 27 months from the closing
of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial
business combination within 24 months from the closing of the Initial Public Offering to consummate an initial business combination,
we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released
to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of
the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject
in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will
expire worthless if we fail to consummate an initial business combination within 24 months from the closing of our Initial Public
Offering or 27 months from the closing of the Initial Public Offering if we have executed a letter of intent, agreement in principle
or definitive agreement for an initial business combination within 24 months from the closing of the Initial Public Offering to
consummate an initial business combination. Our amended and restated memorandum and articles of association provides that, if
we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures
with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter,
subject to applicable Cayman Islands law.
Our
sponsor and each member of our founding team have entered into an agreement with us, pursuant to which they have agreed to waive
their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate
an initial business combination within 24 months from the Initial Public Offering, or 27 months from the closing of the Initial
Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business
combination within 24 months from the Initial Public Offering (although they will be entitled to liquidating distributions from
the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24
months from the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent,
agreement in principle or definitive agreement for an initial business combination within 24 months from the Initial Public Offering).
Our
sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any
amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of
our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our
initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
24 months from the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent,
agreement in principle or definitive agreement for an initial business combination within 24 months from the Initial Public Offering
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 public shares upon approval of any such amendment at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds
held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding
public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than
$5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption
right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement,
we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall
apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer or director,
or any other person.
We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors,
will be funded from amounts remaining out of the proceeds held outside the trust account plus up to $100,000 of funds from the
trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for
such purpose.
If
we were to expend all of the net proceeds of our Initial Public Offering and the sale of the private placement shares, other than
the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the
per-share redemption amount received by shareholders upon our dissolution would be $10.00. The proceeds deposited in the trust
account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our
public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be less
than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide
for all creditors’ claims.
Although
we will seek to have all vendors, service providers (excluding our independent registered public accounting firm), prospective
partner businesses and other entities with which we do business execute agreements with us waiving any right, title, interest
or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee
that even if they execute such agreements that they would be prevented from bringing claims against the trust account including
but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging
the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including
the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held
in the trust account, our founding team will perform an analysis of the alternatives available to it and will only enter into
an agreement with a third party that has not executed a waiver if our founding team believes that such third party’s engagement
would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third
party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills
are believed by our founding team to be significantly superior to those of other consultants that would agree to execute a waiver
or in cases where our founding team is unable to find a service provider willing to execute a waiver. The underwriters will not
execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that
such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts
held in the trust account, our sponsor agreed that it will be liable to us if and to the extent any claims by a vendor for services
rendered or products sold to us, or a prospective partner business with which we have discussed entering into a transaction agreement,
reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public
share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due
to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations,
provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver
of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters
of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that
an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any
liability for such third party claims. However, we have not asked our sponsor to reserve for such indemnification obligations,
nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe
that our sponsor’s only assets are securities of our company. Our sponsor may not be able to satisfy those obligations.
None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors
and prospective partner businesses.
In
the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and the actual amount
per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public
share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax
obligations, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification
obligations related to a particular claim, our independent directors would determine whether to take legal action against our
sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal
action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure
you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public
share.
We
will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring
to have all vendors, service providers (excluding our independent registered public accounting firm), prospective partner businesses
or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind
in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters
of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. We have access to
the proceeds of our Initial Public Offering and the sale of the private placement shares with which to pay any such potential
claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately
$100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient,
shareholders who received funds from our trust account could be liable for claims made by creditors; however such liability will
not be greater than the amount of funds from our trust account received by any such shareholder. In the event that these dissolution
expenses exceed our available funds held outside the trust account, we may fund such excess with funds from the funds not to be
held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by
a corresponding amount.
If
we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not
dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy
estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy
claims deplete the trust account, we cannot assure you we will be able to return $10.00 per public share to our public shareholders.
Additionally, if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against
us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/ creditor and/or
bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”
As
a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore,
our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith,
and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account
prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.
Our
public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public
shares if we do not consummate an initial business combination within 24 months from the Initial Public Offering, or 27 months
from the closing of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement
for an initial business combination within 24 months from Initial Public Offering, (ii) in connection with a shareholder vote
to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation
to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from
the closing of the Initial Public Offering, or 27 months from the closing of the Initial Public Offering if we have executed a
letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the
Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares,
and (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders
who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence
shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation
if we have not consummated an initial business combination within 24 months from the closing of the Initial Public Offering, or
27 months from the closing of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive
agreement for an initial business combination within 24 months from the Initial Public Offering, with respect to such Class A
ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the
trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s
voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for
an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above.
These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated
memorandum and articles of association, may be amended with a shareholder vote.
Competition
In
identifying, evaluating and selecting a partner business for our initial business combination, we may encounter intense competition
from other entities having a business objective similar to ours, including other blank check companies, private equity groups
and leveraged buyout funds, public companies, and operating businesses seeking strategic acquisitions. Many of these entities
are well established and have extensive experience identifying and effecting business combinations directly or through affiliates.
Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire
larger partner businesses will be limited by our available financial resources. This inherent limitation gives others an advantage
in pursuing the acquisition of a partner business. Furthermore, our obligation to pay cash in connection with our public shareholders
who properly exercise their redemption rights may reduce the resources available to us for our initial business combination and
our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain partner businesses.
Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
Facilities
We
currently maintain our executive offices at 364 University Avenue, Palo Alto, California 94301. We consider our current office
space adequate for our current operations. An agreement to pay our sponsor a fee of $10,000 for office space and administrative
and support services was waived in writing in September 2020, and therefore no fees are being paid to our sponsor for office space
or administrative and support services.
Employees
We
currently have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters
but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business
combination. The amount of time they will devote in any time period will vary based on whether a partner business has been selected
for our initial business combination and the stage of the business combination process we are in. We do not intend to have any
full time employees prior to the completion of our initial business combination.
Periodic
Reporting and Financial Information
We
registered our units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the
requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange
Act, our annual reports contain financial statements audited and reported on by our independent registered public accountants.
We
will provide shareholders with audited financial statements of the prospective partner business as part of the proxy solicitation
or tender offer materials, as applicable, sent to shareholders. These financial statements may be required to be prepared in accordance
with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required
to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential
partner businesses we may acquire because some partners may be unable to provide such statements in time for us to disclose such
statements in accordance with federal proxy rules and complete our initial business combination within 24 months from the closing
of our Initial Public Offering, or 27 months from the closing of the Initial Public Offering if we have executed a letter of intent,
agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the Initial
Public Offering. We cannot assure you that any particular partner business identified by us as a potential acquisition candidate
will have financial statements prepared in accordance with the requirements outlined above, or that the potential partner business
will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these
requirements cannot be met, we may not be able to acquire the proposed partner business. While this may limit the pool of potential
acquisition candidates, we do not believe that this limitation will be material.
We
are required to evaluate our internal control procedures as required by the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley
Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging
growth company would we be required to comply with the independent registered public accounting firm attestation requirement on
our internal control over financial reporting. A partner business may not be in compliance with the provisions of the Sarbanes-Oxley
Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance
with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
Prior
to the date of this Annual Report (Amendment No. 1) on Form 10-K/A, we have filed a Registration Statement on Form 8-A with the
SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and
regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other
obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
We
are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the
Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company,
we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax
Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which
is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or
our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature
of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii)
by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our
shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As
such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other
public companies that are not “emerging growth companies” including, but not limited to, not being required to comply
with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors
find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of
our securities may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or
(c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are
held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0
billion in non-convertible debt during the prior three-year period.
Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may
take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial
statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of
our ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) our annual revenues
equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates
equals or exceeds $700 million as of the prior June 30.
Legal
Proceedings
There
is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our founding
team in their capacity as such.
Item
1A.
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Risk
Factors (Restated)
|
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 (Amendment No. 1) on Form 10-K/A, before making a decision to invest
in our securities. If any of the following events occur, our business, financial condition and operating results may be materially
adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
Risks
Related to Our Business and Financial Position
We
are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our
ability to achieve our business objective.
We
are a recently incorporated company established under the laws of the Cayman Islands with no operating results. Because we lack
an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our
initial business combination with one or more partner businesses. We have no plans, arrangements or understandings with any prospective
partner 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.
Our
independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt
about our ability to continue as a “going concern.”
We
have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. Management’s plans
to address this need for capital are discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.” Our plans to raise capital and to consummate our initial business combination may not be successful.
These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements
contained elsewhere in this Annual Report (Amendment No.1 ) on Form 10-K/A do not include any adjustments that might result from
our inability to continue as a going concern.
Past
performance by our management team or their affiliates, including Ribbit Capital, may not be indicative of future performance
of an investment in us.
Information
regarding performance by, or businesses associated with, our management team or their affiliates, including Ribbit Capital, is
presented for informational purposes only. Any past experience of and performance by our management team or their affiliates,
including Ribbit Capital, is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for
our initial business combination; or (2) of any results with respect to any initial business combination we may consummate. You
should not rely on the historical record of our management team, Ribbit Capital or any of their affiliates’ or managed funds
performance as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate
going forward. An investment in us is not an investment in Ribbit Capital.
Our
shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete
our initial business combination even though a majority of our shareholders do not support such a combination.
We
may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder
approval under applicable Cayman Islands law or stock exchange listing requirements or if we decide to hold a shareholder vote
for business or other reasons. For instance, NYSE rules currently allow us to engage in a tender offer in lieu of a general meeting
but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding
shares to a partner business as consideration in any business combination.
Therefore,
if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding ordinary shares,
we would seek shareholder approval of such business combination. However, except as required by applicable law or stock exchange
rule, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders
to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors,
such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder
approval. Accordingly, we may consummate our initial business combination even if holders of a majority of the voting power of
the outstanding ordinary shares do not approve of the business combination we consummate. Please see “Item 1. Business—Shareholders
May Not Have the Ability to Approve Our Initial Business Combination” for additional information.
Your
only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of
your right to redeem your shares from us for cash.
At
the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any
partner businesses. Since our board of directors may complete a business combination without seeking shareholder approval, public
shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval.
Accordingly, your only opportunity to affect the investment decision regarding a potential business combination may be limited
to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in any tender
offer documents mailed to our public shareholders in which we describe our initial business combination.
If
we seek shareholder approval of our initial business combination, our sponsor and members of our founding team have agreed to
vote in favor of such initial business combination, regardless of how our public shareholders vote.
Our
sponsor owns founders shares that represent, on an as-converted basis, 10% of our issued and outstanding Class A ordinary shares
immediately following the completion of the Initial Public Offering, including the Class A ordinary shares issuable upon conversion
of the founder shares, but such founders shares represent 20% of the voting power of our issued and outstanding ordinary shares
immediately following the completion of the Initial Public Offering, excluding the private placement shares. Our sponsor and members
of our founding team also may from time to time purchase Class A ordinary shares prior to the completion of our initial business
combination. Our amended and restated memorandum and articles of association provides that, if we seek shareholder approval, we
will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands
law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company.
Because the founder shares in the aggregate are entitled to 20% of the combined voting power of the founder shares and holders
of our public shares voting together as a single class, excluding the private placement shares, in addition to our initial shareholders’
founder shares, we would need 14,088,751, or 35%, of the 40,250,000 public shares sold in the Initial Public Offering to be voted
in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and
outstanding shares are voted). Accordingly, if we seek shareholder approval of our initial business combination, the agreement
by our sponsor and our founding team 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 partners, which may make it difficult for us to enter into a business combination with a partner.
We
may seek to enter into a business combination transaction agreement with a prospective partner that requires as a closing condition
that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights,
we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination.
Furthermore,
in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001
(so that we do not then become subject to the SEC’s “penny stock” rules). Consequently, if accepting all properly
submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary
to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination
and may instead search for an alternate business combination. Prospective partners will be aware of these risks and, thus, may
be reluctant to enter into a business combination transaction with us.
The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us
to complete the most desirable business combination or optimize our capital structure.
At
the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise
their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares
that will be submitted for redemption.
If
a large number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater portion
of the cash in the trust account or arrange for additional third party financing. Raising additional third party financing may
involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations
may limit our ability to complete the most attractive business combination available to us or optimize our capital structure.
The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed
in connection with an initial business combination. The per-share amount we will distribute to shareholders who properly exercise
their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held
in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.
The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the
probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order
to redeem your shares.
If
our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price,
or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful
is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in
the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your
shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust
account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection
with our redemption until we liquidate or you are able to sell your shares in the open market.
The
requirement that we consummate an initial business combination within 24 months after the closing of the Initial Public Offering,
or 27 months from the closing of the Initial Public Offering if we have executed a letter of intent, agreement in principle or
definitive agreement for an initial business combination within 24 months from the closing of the Initial Public Offering, may
give potential partner 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 partners, 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 partner business with which we enter into negotiations concerning a business combination will be aware that we must
consummate an initial business combination within 24 months from the Initial Public Offering, or 27 months from the Initial Public
Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination
within 24 months from the Initial Public Offering.
Consequently,
such partner business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our
initial business combination within the required time period with that particular partner business, we may be unable to complete
our initial business combination with any partner business. This risk will increase as we get closer to the timeframe described
above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms
that we would have rejected upon a more comprehensive investigation.
Our
search for a business combination, and any partner business with which we ultimately consummate a business combination, may be
materially adversely affected by the COVID-19 pandemic and the status of debt and equity markets.
On
March 11, 2020 the World Health Organization characterized the outbreak of the novel strain of coronavirus referred to as COVID-19
as a “pandemic”. The COVID-19 pandemic and any significant outbreak of other infectious diseases could result in a
widespread health crisis that adversely affects the economies and financial markets worldwide, and the business of any potential
partner business with which we consummate a business combination could be materially and adversely affected.
Furthermore,
we may be unable to complete a business combination if continued concerns relating to COVID-19 continue to restrict travel, limit
the ability to have meetings with potential investors or the partner company’s personnel, vendors and services providers
are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search
for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new
information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among
others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our
ability to consummate a business combination, or the operations of a partner business with which we ultimately consummate a business
combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the
ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased
market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.
We
may not be able to consummate an initial business combination within 24 months after the Initial Public Offering, or 27 months
from the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an
initial business combination within 24 months from the Initial Public Offering, 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 partner business and consummate an initial business combination within 24 months after the
Initial Public Offering, or 27 months from the closing of the Initial Public Offering if we have executed a letter of intent,
agreement in principle or definitive agreement for an initial business combination within 24 months from the Initial Public Offering.
Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in
the capital and debt markets and the other risks described herein. For example, the COVID-19 outbreak continues to impact operations
in both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments,
it could limit our ability to complete our initial business combination, including as a result of increased market volatility,
decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the
COVID-19 outbreak may negatively impact businesses we may seek to acquire. If we have not consummated an initial business combination
within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as
reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust
account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate
and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law. Our amended and restated memorandum and articles of association provides
that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing
procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business
days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00
per public share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless.
See “If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share
redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.
If
we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their
affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and
reduce the public “float” of our Class A ordinary shares or public warrants.
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates
may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following
the completion of our initial business combination, although they are under no obligation to do so. However, other than as expressly
stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any
terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or
warrants in such transactions.
In
the event that our sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated
transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders
would be required to revoke their prior elections to redeem their shares. The purpose of any such transaction could be to (1)
vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business
combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant
holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with
a partner that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination,
where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion
of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public
“float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our
securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities
on a national securities exchange.
Any
such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject
to such reporting requirements. See “Item 1. Business—Permitted Purchases and Other Transactions with Respect to Our
Securities” for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select
which shareholders to purchase securities from in any private transaction.
If
a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination,
or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
We
will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial
business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender
offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the
proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection
with our initial business combination will describe the various procedures that must be complied with in order to validly redeem
or tender public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.
See “Item 1. Business—Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”
You
will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore,
to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
Our
public shareholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion
of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly
elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in
connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the
substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within 24 months from the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed
a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the
Initial Public Offering 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 within 24 months from the Initial
Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in principle
or definitive agreement for an initial business combination within 24 months from the Initial Public Offering, 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
24 months from the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent,
agreement in principle or definitive agreement for an initial business combination within 24 months from the Initial Public Offering,
with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest
of any kind to or in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account
with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants,
potentially at a loss.
The
NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in
our securities and subject us to additional trading restrictions.
As
of the date of this Annual Report (Amendment No.1 ) on Form 10-K/A, our units are listed on the NYSE on and our Class A ordinary
shares and warrants on November 2, 2020, the date of separation. We expect to meet, on a pro forma basis, the minimum initial
listing standards set forth in the NYSE’s listing standards, our securities may not be, or may not continue to be, listed
on the NYSE in the future or prior to the completion of our initial business combination. In order to continue listing our securities
on the NYSE prior to the completion of our initial business combination, we must maintain certain financial, distribution and
share price levels. Generally, we must maintain a minimum amount in shareholders’ equity (generally $1,100,000) and a minimum
number of holders of our securities (generally 400 public holders). Additionally, our units will not be traded after completion
of our initial business combination and, in connection with our initial business combination, we will be required to demonstrate
compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing
requirements, in order to continue to maintain the listing of our securities on the NYSE. For instance, the share price of our
securities would generally be required to be at least $4.00 per share and our shareholders’ equity would generally be required
to be at least $5,000,001 and we would be required to have a minimum of 400 round-lot holders. We may not be able to meet those
initial listing requirements at that time.
If
the NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities
exchange, we expect our securities could be quoted on an over-the- counter market. If this were to occur, we could face significant
material adverse consequences, including:
•
a limited availability of market quotations for our securities; reduced liquidity for our securities;
• a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading
in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in
the secondary trading market for our securities;
• a limited amount of news and analyst coverage; and
• a decreased ability to issue additional securities or obtain additional financing in the future.
The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating
the sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and
eventually our Class A ordinary shares and warrants will be listed on the NYSE, our units, Class A ordinary shares and warrants
will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities,
the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding
of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are
not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies,
other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these
powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if
we were no longer listed on the NYSE, our securities would not qualify as covered securities under the statute and we would be
subject to regulation in each state in which we offer our securities.
In
evaluating a prospective target business for our initial business combination, our management will rely on the availability of
all of the funds from the sale of the forward purchase securities to be used as part of the consideration to the sellers in the
initial business combination. If the sale of some or all of the forward purchase securities fails to close, for any reason, we
may lack sufficient funds to consummate our initial business combination.
We
entered into a forward purchase agreement pursuant to which an affiliate of our sponsor agreed to purchase forward purchase securities
for $100,000,000 in the aggregate, in a private placement to close substantially concurrently with our initial business combination.
The funds from the sale of forward purchase securities may be used as part of the consideration to the sellers in our initial
business combination, expenses in connection with our initial business combination or for working capital in the post-transaction
company. The obligations under the forward purchase agreement will not depend on whether any public shareholders elect to redeem
their shares and will provide us with a minimum funding level for the initial business combination.
If the sale of some or
all of the forward purchase securities does not close for any reason, including by reason of the failure by the affiliate of our
sponsor to fund the purchase price for its forward purchase securities, we may lack sufficient funds to consummate our initial
business combination. The affiliate’s obligations to purchase its forward purchase securities will be subject to fulfillment
of customary closing conditions. In the event of any such failure to fund by the affiliate, any obligation is so terminated or
any such closing condition is not satisfied and not waived by the affiliate, we may lack sufficient funds to consummate our initial
business combination.
You
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 shares are intended to be used to complete
an initial business combination with a partner business that has not been selected, we may be deemed to be a “blank check”
company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000 after the
Initial Public Offering and the sale of the private placement shares and have filed a Current Report on Form 8-K, including an
audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check
companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other
things, this means our units will be immediately tradable and we will have a longer period of time to complete our initial business
combination than do companies subject to Rule 419. Moreover, 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.
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer
rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares,
you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides
that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting
in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption
rights with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, which we refer to as the
“Excess Shares,” without our prior consent. However, we would not be restricting our shareholders’ ability to
vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the
Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a
material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive
redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you
will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your
shares in open market transactions, potentially at a loss.
Because
of our limited resources and the significant competition for business combination opportunities, it may be more difficult for
us to complete our initial business combination. If we do not complete our initial business combination within the required time
period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the
liquidation of our trust account and our warrants will expire worthless.
We
expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international,
competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have
extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing
services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry
knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.
While we believe there are numerous partner businesses we could potentially acquire with the net proceeds of the Initial Public
Offering and the sale of the private placement shares, our ability to compete with respect to the acquisition of certain partner
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 partner 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. Partner companies will be aware that this may reduce the resources available to us for
our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating
a business combination. If we have not consummated our initial business combination within the required time period, our public
shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our
trust account and our warrants will expire worthless. See “If third parties bring claims against us, the proceeds held in
the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public
share” and other risk factors herein.
If
the net proceeds of this Initial Public Offering and the sale of the private placement shares not being held in the trust account
are insufficient to allow us to operate for the 24 months following the Initial Public Offering, or 27 months from the Initial
Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business
combination within 24 months from the Initial Public Offering, it could limit the amount available to fund our search for a partner
business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or founding
team to fund our search and to complete our initial business combination.
Of
the net proceeds of the Initial Public Offering and the sale of the private placement shares, approximately $1,000,000 was available
to us initially outside the trust account to fund our working capital requirements. We believe that, upon the Initial Public Offering,
the funds available to us outside of the trust account, together with funds available from loans from our sponsor, members of
our founding team or any of their affiliates will be sufficient to allow us to operate for at least the 24 months following the
Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in principle
or definitive agreement for an initial business combination within 24 months from the Initial Public Offering; however, our estimate
may not be accurate, and our sponsor, members of our founding team or any of their affiliates are under no obligation to advance
funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds available to us to pay
fees to consultants to assist us with our search for a partner business. We could also use a portion of the funds as a down payment
or to fund a “no-shop” provision (a provision in letters of intent designed to keep partner businesses from “shopping”
around for transactions with other companies or investors on terms more favorable to such partner businesses) with respect to
a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter
of intent where we paid for the right to receive exclusivity from a partner business and were subsequently required to forfeit
such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or
conduct due diligence with respect to, a partner business.
In
the event that our expenses in pursuing an initial business combination exceed funds not held in the trust account, unless funded
by the proceeds of loans available from our sponsor, members of our founding team or any of their affiliates, the amount of funds
we intend to be held outside the trust account would decrease by a corresponding amount.
The
amount held in the trust account will not be impacted as a result of such increase or decrease. If we are required to seek additional
capital, we would need to borrow funds from our sponsor, members of our founding team or any of their affiliates or other third
parties to operate or may be forced to liquidate.
Neither
our sponsor, members of our founding team nor any of their affiliates is under any obligation to advance funds to us in such circumstances.
Any such advances may be repaid only from funds held outside the trust account or from funds released to us upon completion of
our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement shares at a price of
$10.00 per private placement share at the option of the lender. The private placement shares will be identical to the public shares
sold in the Initial Public Offering, subject to certain limited exceptions, as described in this Annual Report (Amendment No.1
) on Form 10-K/A. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other
than our sponsor, members of our founding team or any of their affiliates as we do not believe third parties will be willing to
loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we do not complete
our initial business combination within the required time period because we do not have sufficient funds available to us, we will
be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated
$10.00 per public share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless. See
“If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption
amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.
Subsequent
to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and
impairment or other charges that could have a significant negative effect on our financial condition, results of operations and
the share price of our securities, which could cause you to lose some or all of your investment.
Even
if we conduct due diligence on a partner business with which we combine, this diligence may not surface all material issues with
a particular partner business. In addition, factors outside of the partner business and outside of our control may later arise.
As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment
or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected
risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even
though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges
of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature
may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held
by a partner business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who choose to retain
their securities following the business combination could suffer a reduction in the value of their securities.
Such
holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction
was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able
to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable,
relating to the business combination contained an actionable material misstatement or material omission.
The
securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the
value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00
per share.
The
proceeds held in the trust account are invested only in U.S. government treasury obligations with a maturity of 185 days or less
or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct
U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of
interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest
rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that
it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business
combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders
are entitled to receive their prorate share of the proceeds held in the trust account, plus any interest income, net of taxes
paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest). Negative
interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public
shareholders may be less than $10.00 per share.
If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount
received by shareholders may be less than $10.00 per public share.
Our
placing of funds in the trust account may not protect those funds from third party claims against us. Although we will seek to
have all vendors, service providers (excluding our independent registered public accounting firm), prospective partner businesses
and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind
in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements,
or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including,
but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging
the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including
the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held
in the trust account, our founders will perform an analysis of the alternatives available to it and will only enter into an agreement
with a third party that has not executed a waiver if our founding team believes that such third party’s engagement would
be significantly more beneficial to us than any alternative.
Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party
consultant whose particular expertise or skills are believed by our founding team to be significantly superior to those of other
consultants that would agree to execute a waiver or in cases where our founding team is unable to find a service provider willing
to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the
future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against
the trust account for any reason. Upon redemption of our public shares, if we have not consummated an initial business combination
within 24 months from the closing of the Initial Public Offering, or 27 months from the closing of the Initial Public Offering
if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within
24 months from the Initial Public Offering, or upon the exercise of a redemption right in connection with our initial business
combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against
us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could
be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the
letter agreement the form of which is filed as an exhibit to the registration statement of which this Annual Report (Amendment
No.1 ) on Form 10-K/A forms a part, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third
party (excluding our independent registered public accounting firm) for services rendered or products sold to us, or a prospective
partner business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to
below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the trust account as of the date
of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets,
in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply
to any claims by a third party or prospective partner business who executed a waiver of any and all rights to seek access to the
trust account nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain
liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable
against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims.
However,
we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our
sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities
of our company. Our sponsor may not be able to satisfy those obligations. None of our officers or directors will indemnify us
for claims by third parties including, without limitation, claims by vendors and prospective partner businesses.
Since
prior to the completion of our initial business combination only holders of our founder shares will have the right to vote on
the appointment of directors, upon the listing of our shares on the NYSE, the NYSE may consider us to be a “controlled company”
within the meaning of NYSE rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.
Prior
to our initial business combination only holders of our founder shares will have the right to vote on the appointment of directors.
As a result, the NYSE may consider us to be a “controlled company” within the meaning of NYSE corporate governance
standards. Under NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual,
group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements,
including the requirements that:
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we have a board
that includes a majority of ‘independent directors,’ as defined under the rules of the NYSE;
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we have a compensation
committee of our board that is comprised entirely of independent directors with a written charter;
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addressing the committee’s
purpose and responsibilities; and
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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.
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We
do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the NYSE, subject
to applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not
have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.
Our
directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of
funds in the trust account available for distribution to our public shareholders.
In
the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual
amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public
share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax
obligations, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations
related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce
its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf
against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising
their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent
directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution
to our public shareholders may be reduced below $10.00 per public share.
If,
after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition
or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court
may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary
duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
If,
after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition
or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders
could be viewed under applicable debtor/ creditor and/or bankruptcy laws as either a “preferential transfer” or a
“fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received
by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors
and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders
from the trust account prior to addressing the claims of creditors.
If,
before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition
or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such
proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by
our shareholders in connection with our liquidation may be reduced.
If,
before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition
or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust
account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims
of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account,
the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
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:
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restrictions on
the nature of our investments; and
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restrictions on
the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
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In
addition, we may have imposed upon us burdensome requirements, including:
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registration as
an investment company with the SEC;
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adoption of a specific
form of corporate structure; and
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reporting, record
keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.
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In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we
must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our
activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting
more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business
will be to identify and complete a business combination and thereafter to operate the post-business combination business or assets
for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan
to buy unrelated businesses or assets or to be a passive investor.
We
do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds
held in the trust account may only be invested in United States “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.
Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment
of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long
term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid
being deemed an “investment company” within the meaning of the Investment Company Act. The Initial Public Offering
was not intended for persons who are seeking a return on investments in government securities or investment securities. The trust
account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business
combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended
and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders
of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or
to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of
the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in
principle or definitive agreement for an initial business combination within 24 months from the Initial Public Offering 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 within 24 months from the Initial Public Offering, or 27 months
from the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an
initial business combination within 24 months from the Initial Public Offering, subject to applicable law and as further described
herein. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If
we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require
additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we
do not complete our initial business combination within the required time period, our public shareholders may receive only approximately
$10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire
worthless.
Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our
ability to negotiate and complete our initial business combination, and results of operations.
We
are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to
comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may
be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from
time to time and those changes could have a material adverse effect on our business, investments and results of operations. In
addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect
on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
If
we do not consummate an initial business combination within 24 months from the Initial Public Offering, or 27 months from the
closing of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement
for an initial business combination within 24 months from the Initial Public Offering, our public shareholders may be forced to
wait beyond such 24 months, or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in
principle or definitive agreement for an initial business combination within 24 months from the Initial Public Offering, before
redemption from our trust account.
If
we do not consummate an initial business combination within 24 months from the closing of the Initial Public Offering, or 27 months
from the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an
initial business combination within 24 months from the Initial Public Offering, the proceeds then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if
any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as
further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function
of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind
up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation
process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that
case, investors may be forced to wait beyond 24 months from the Initial Public Offering, or 27 months from the Initial Public
Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination
within 24 months from the Initial Public Offering, 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. Claims may be brought against us for these reasons. We and our
directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium
account while we were unable to pay our debts as they fall due in the ordinary course of business might be found guilty of an
offense 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 general meeting until after the consummation of our initial business combination.
In
accordance with NYSE corporate governance requirements and our amended and restated memorandum and articles of association, we
are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our
listing on the NYSE. As an exempted company, there is no requirement under the Companies Act for us to hold annual or extraordinary
general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity
to appoint directors and to discuss company affairs with our founding team. Our board of directors is divided into three classes
with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our
first annual general meeting) serving a three-year term.
Holders
of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to the completion of our
initial business combination.
Prior
to the completion of our initial business combination, only holders of our founder shares have the right to vote on the appointment
of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition,
prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of
the board of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the consummation
of an initial business combination.
Since
following our initial business combination, the holders of the founder shares shall have the right to appoint one-fifth of the
members of our board of directors, rounded up to the nearest whole director, it may be difficult for us to enter into a business
combination with a partner.
Following
the completion of our initial business combination, for so long as the holders of the founder shares hold in the aggregate a number
of Class A ordinary shares (on an as-converted to Class A ordinary share basis) equal to at least 50% of the sum of the founder
shares plus the number of Class A ordinary shares issued upon conversion of any Class L ordinary shares, the holders of the founder
shares shall have the right to appoint one-fifth of the members of our board of directors, rounded up to the nearest whole director.
Prospective partners will be aware of the ability of the holders of the founder shares to appoint directors flowing our initial
business combination and, thus, may be reluctant to enter into a business combination transaction with us.
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 and 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 to use our commercially reasonable efforts
to file a registration statement under the Securities Act covering such shares and to maintain the effectiveness of such registration
statement and a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration
or redemption of the warrants in accordance with the provisions of the warrant agreement. We may not able to do so if, for example,
any facts or events arise which represent a fundamental change in the information set forth in the registration statement, the
financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop
order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to
permit holders to exercise their warrants on a cashless basis, 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, unless an exemption is available.
Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national
securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities
Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain
in effect a registration statement, but we will use our reasonable best efforts to register or qualify the shares under applicable
blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or
issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the
shares underlying the warrants under the Securities Act or applicable state securities laws. If the issuance of the shares upon
exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant
will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders
who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A
ordinary shares included in the units. There may be a circumstance where an exemption from registration exists for holders of
the forward purchase warrants that form a part our forward purchase securities to exercise their warrants while a corresponding
exemption does not exist for holders of the warrants included as part of units sold in the Initial Public Offering. In such an
instance, a holder of the forward purchase warrants and its transferees (which may include our founding team) would be able to
exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not
be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us,
we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all
applicable state securities laws.
Our
ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption
or if there is no effective registration statement covering the Class A ordinary shares issuable upon exercise of these warrants
will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received
had they been able to pay the exercise price of their warrants in cash.
If
we call the warrants for redemption for cash, we will have the option, in our sole discretion, to require all holders that wish
to exercise warrants to do so on a cashless basis. If we choose to require holders to exercise their warrants on a cashless basis
or if holders elect to do so when there is no effective registration statement, the number of Class A ordinary shares received
by a holder upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash. For example,
if the holder is exercising 875 public warrants at $11.50 per share through a cashless exercise when the Class A ordinary shares
have a fair market value of $17.50 per share, then upon the cashless exercise, the holder will receive 300 Class A ordinary shares.
The holder would have received 875 Class A ordinary shares if the exercise price was paid in cash. This will have the effect of
reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold
a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold.
The
warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any
information regarding such other security at this time.
In
certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become
exercisable for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants
for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information
at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts
to register the issuance of the security underlying the warrants within twenty business days of the closing of an initial business
combination.
The
grant of registration rights to our initial shareholders may make it more difficult to complete our initial business combination,
and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
Pursuant
to an agreement to be entered into concurrently with the Initial Public Offering, our initial shareholders, and their permitted
transferees can demand that we register the private placement shares, including any private placement shares that may be issued
upon conversion of working capital loans, the Class A ordinary shares into which founder shares and Class L ordinary shares are
convertible, and the Class A ordinary shares that are part of the forward purchase securities, and the Class A ordinary shares
issuable upon exercise or conversion of the forward purchase warrants. The registration and availability of such a significant
number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares.
In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude.
This is because the shareholders of the partner business may increase the equity stake they seek in the combined entity or ask
for more cash consideration to offset the negative impact on the market price of our securities that is expected when the securities
owned by our initial shareholders or their permitted transferees are registered for resale.
Because
we are neither limited to evaluating a partner business in a particular industry sector nor have we selected any specific partner
businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular
partner business’s operations.
We
may pursue business combination opportunities in any sector, except that we will not, under our amended and restated memorandum
and articles of association, be permitted to effectuate our initial business combination solely with another blank check company
or similar company with nominal operations. Because we have not yet selected or approached any specific partner business with
respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular partner business’s
operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial
business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example,
if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be
affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although
our officers and directors will endeavor to evaluate the risks inherent in a particular partner business, we may not properly
ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore,
some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks
will adversely impact a partner business. An investment in our units may not ultimately prove to be more favorable to investors
than a direct investment, if such opportunity were available, in a business combination partner. Accordingly, any holders who
choose to retain their securities following our initial business combination could suffer a reduction in the value of their securities.
Such holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction
was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able
to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable,
relating to the business combination contained an actionable material misstatement or material omission.
We
may seek acquisition opportunities in industries or sectors which may or may not be outside of our founders’ area of expertise.
We
will consider a business combination outside of our founders’ area of expertise if a business combination partner is presented
to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our founding
team will endeavor to evaluate the risks inherent in any particular business combination partner, we may not adequately ascertain
or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove
to be less favorable to investors in the Initial Public Offering than a direct investment, if an opportunity were available, in
a business combination partner. In the event we elect to pursue an acquisition outside of the areas of our founders’ expertise,
our founders’ expertise may not be directly applicable to its evaluation or operation, and the information contained in
this Annual Report (Amendment No.1 ) on Form 10-K/A regarding the areas of our founders’ expertise would not be relevant
to an understanding of the business that we elect to acquire. As a result, our founding team may not be able to adequately ascertain
or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following our initial
business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for
such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or
directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under
securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained
an actionable material misstatement or material omission.
Although
we have identified general criteria that we believe are important in evaluating prospective partner businesses, we may enter into
our initial business combination with a partner that does not meet such criteria, and as a result, the partner business with which
we enter into our initial business combination may not have attributes entirely consistent with our general criteria.
Although
we have identified general criteria for evaluating prospective partner businesses, it is possible that a partner 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 partner that does not meet some or all of these criteria, such combination may not be as successful
as a combination with a business that does meet all of our general criteria. In addition, if we announce a prospective business
combination with a partner that does not meet our general criteria, a greater number of shareholders may exercise their redemption
rights, which may make it difficult for us to meet any closing condition with a partner business that requires us to have a minimum
net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or
stock exchange rule, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us
to attain shareholder approval of our initial business combination if the partner business does not meet our general criteria.
If we do not complete our initial business combination within the required time period, our public shareholders may receive only
approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants
will expire worthless.
We
are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have
no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial
point of view.
Unless
we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent
accounting firm or independent investment banking firm which is a member of FINRA 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 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. Any such issuances would dilute the interest of our shareholders
and likely present other risks.
Our
amended and restated memorandum and articles of association authorized the issuance of up to 600,000,000 Class A ordinary shares,
par value $0.0001 per share, 10,000,000 Class B ordinary shares, par value $0.0001 per share, 15,000,000 Class L ordinary shares,
par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. As of the date of this Annual Report
(Amendment No.1 ) on Form 10-K/A, 533,445,000, 5,527,778 and 2,222,222 authorized but unissued Class A ordinary shares, Class
B ordinary shares and Class L ordinary shares, respectively, available for issuance, which amount includes shares reserved for
issuance upon exercise of outstanding warrants, shares issuable upon conversion of the Class B ordinary shares and shares issuable
upon conversion of the Class L ordinary shares, if any. The Class B ordinary shares are convertible at the option of the holder
thereof into Class A ordinary shares at any time after our initial business combination as described herein and in our amended
and restated memorandum and articles of association. The Class L ordinary shares are non-voting and will convert into Class A
ordinary shares after our initial business combination only to the extent certain triggering events occur prior to the 10th anniversary
of our initial business combination, including specified strategic transactions and other triggering events based on our stock
trading at $20.00 per share and additional stock trading thresholds up to $50.00 per share, in each case, as described in this
Annual Report (Amendment No.1 ) on Form 10-K/A . If following our initial business combination all of the Class L ordinary shares
vest, the number of Class A ordinary shares into which the Class L ordinary shares shall have converted plus the number of Class
A ordinary shares into which the Class B ordinary shares shall have converted will represent, in the aggregate, 30% of the ordinary
shares issued and outstanding at the Initial Public Offering. Notwithstanding the foregoing, all Class L ordinary shares that
are issued and outstanding on the 10th anniversary of our initial business combination will be automatically forfeited. There
were no preference shares issued and outstanding as of the Initial Public Offering.
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
to redeem the warrants as described in Exhibit 4.5 to this Annual Report (Amendment No.1 ) on Form 10-K/A “Description of
Registrant’s Securities—Warrants—Public Shareholders’ Warrants—Redemption of warrants for cash
when the price per Class A ordinary share equals or exceeds $10.00”. However, our amended and restated memorandum and
articles of association provides, among other things, that prior to the completion of our initial business combination, we may
not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on
any initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion
of an initial business combination. These provisions of our amended and restated memorandum and articles of association, like
all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The
issuance of additional ordinary or preference shares, including any forward purchase securities:
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may significantly
dilute the equity interest of investors;
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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;
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could cause a change
in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability
to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers
and directors;
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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;
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may adversely affect
prevailing market prices for our units, Class A ordinary shares and/or warrants; and
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may not result in
adjustment to the exercise price of our warrants.
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If
all of our Class L ordinary shares vest, our initial shareholders, including our sponsor will own, in the aggregate, 30% of the
ordinary shares issued and outstanding upon the Initial Public Offering.
Most
blank check companies issue founder shares representing 20% of the ordinary shares issued and outstanding upon the consummation
of such blank check company’s initial public offering. We have issued 4,472,222 Class B ordinary shares which will convert
at the option of the holder thereof into Class A ordinary shares at any time after our initial business combination as described
herein. The Class B ordinary shares represent 10% of the ordinary shares issued and outstanding upon the consummation of the Initial
Public Offering, excluding Class L ordinary shares which are subject to stock performance and other vesting conditions as described
herein. We have also issued 12,777,778 Class L ordinary shares, which will convert into Class A ordinary shares after our initial
business combination only to the extent certain triggering events occur prior to the 10th anniversary of our initial business
combination, including specified strategic transactions and other triggering events based on our stock trading at $20.00 per share
and additional stock trading thresholds up to $50.00 per share, in each case, as described in this Annual Report (Amendment No.1)
on Form 10-K/A . If following our initial business combination all of the Class L ordinary shares vest, the number of Class A
ordinary shares into which the Class L ordinary shares shall have converted plus the number of Class A ordinary shares into which
the Class B ordinary shares shall have converted will represent, in the aggregate, 30% of the ordinary shares issued and outstanding
upon the consummation of the Initial Public Offering. Notwithstanding the foregoing, all Class L ordinary shares that are issued
and outstanding on the 10th anniversary of our initial business combination will be automatically forfeited. If all of our Class
L ordinary shares vest, the issuance of Class A ordinary shares upon conversion of all of our Class L ordinary shares would dilute
the interest of our shareholders relative to shareholders of other blank check companies.
Our
initial shareholders may receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.
The
founder shares will convert at the option of the holder into Class A ordinary shares at any time following the consummation of
our initial business combination at a ratio of one to one (as adjusted for share splits, share capitalizations, reorganizations,
recapitalizations and the like).
If
between the one year anniversary of our initial business combination and the ten year anniversary of our initial business combination
the closing price of our Class A ordinary shares equals or exceeds one or more of the share targets described below, one-fourth
of the Class L ordinary shares for each such target achievement will automatically convert into Class A ordinary shares on a 1-for-1
basis (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like):
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$20.00 per share
(as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
days within a 30-trading day period (the “First Price Vesting”);
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$30.00 per share
(as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
days within a 30-trading day period (the “Second Price Vesting”);
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$40.00 per share
(as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
days within a 30-trading day period (the “Third Price Vesting”); and
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$50.00 per share
(as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
days within a 30-trading day period (the “Fourth Price Vesting”).
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For
example, if fifteen months following the consummation of our initial business combination the closing price of our Class A ordinary
shares equals or exceeds $30.00 but does not exceed $40.00 for 20 trading days within a 30-trading day period, both the First
Price Vesting and Second Price Vesting target achievements will be met, resulting in a total of 6,388,888 Class L Shares converting
into 6,388,888 Class A ordinary shares, representing 3,194,444 associated with the First Price Vesting and 3,194,444 associated
with the Second Price Vesting (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like).
In
the event of any liquidation, merger, share exchange, reorganization or other similar transaction (“Strategic Transaction”)
consummated after our initial business combination and before the one year anniversary of our initial business combination that
results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property
at an effective price of at least $15.00 per Class A ordinary share (a “Qualifying Strategic Transaction”), all of
the Class L ordinary shares will convert into Class A ordinary shares at a ratio such that the sum of the number of Class A ordinary
shares issuable upon conversion of the founder shares plus the number of Class A ordinary shares issuable upon conversion of all
of the Class L ordinary shares will equal, in the aggregate, on an as-converted basis, 20% (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) of the sum of the total number of Class A ordinary shares
issued and outstanding upon the consummation of the Initial Public Offering, including the Class A ordinary shares issuable upon
conversion of the founder shares and the Class A ordinary shares issuable upon conversion of the Class L ordinary shares, plus
the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any
equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation
to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public shareholders),
excluding any forward purchase securities and private placement shares, including any private placement issued to our sponsor,
members of our founding team or any of their affiliates upon conversion of working capital loans, and 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 shares. For example, if nine months following the
consummation of our initial business combination we consummate a Qualifying Strategic Transaction, all of the issued and outstanding
Class L ordinary shares will automatically convert into 5,589,324 Class A ordinary shares, such that sum of Class B shares owned
by our sponsor and the Class A shares issued as a result of the conversion of Class L ordinary shares at the time Qualifying Strategic
Transaction will equal 20% of the sum of total Class A shares issued in the Initial Public Offering, the Class B shares owned
by our sponsor at the time of the Initial Public Offering, and the Class A shares issued as a result of the conversion of Class
L ordinary shares at the time of the Qualifying Strategic Transaction (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like).
In
the event of any Strategic Transaction consummated following the one year anniversary of our initial business combination that
results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property
with an effective price of at least $10.00 per Class A ordinary share, all of the then-outstanding Class L ordinary shares will
convert into Class A ordinary shares as follows:
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if (and only if)
the First Price Vesting shall not have occurred prior to or in connection with such Strategic Transaction and the effective
price of the Strategic Transaction is greater than $10.00 per share and less than or equal to $20.00 per share, all of the
then outstanding Class L ordinary shares will convert into a number of Class A ordinary shares equal to 3,194,444 multiplied
by a fraction, the numerator of which is equal to the effective price of the Strategic Transaction minus $10.00 and the denominator
of which is $10.00 (each as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and
the like);
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if (and only if)
the Second Price Vesting shall not have occurred prior to or in connection with such Strategic Transaction and the effective
price of the Strategic Transaction is greater than $20.00 per share and less than or equal to $30.00 per share, all of the
then outstanding Class L ordinary shares (after giving effect to any First Price Vesting that shall have occurred prior to
or in connection with such Strategic Transaction) will convert into a number of Class A ordinary shares equal to 3,194,444
multiplied by a fraction, the numerator of which is equal to the effective price of the Strategic Transaction minus $20.00
and the denominator of which is $10.00 (each as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like);
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if (and only if)
the Third Price Vesting shall not have occurred prior to or in connection with such Strategic Transaction and the effective
price of the Strategic Transaction is greater than $30.00 per share and less than or equal to $40.00 per share, all of the
then outstanding Class L ordinary shares (after giving effect to any First Price Vesting or Second Price Vesting that shall
have occurred prior to or in connection with such Strategic Transaction) will convert into a number of Class A ordinary shares
equal to 3,194,445 multiplied by a fraction, the numerator of which is equal to the effective price of the Strategic Transaction
minus $30.00 and the denominator of which is $10.00 (each as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like);
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if (and only if)
the Fourth Price Vesting shall not have occurred prior to or in connection with such Strategic Transaction and the effective
price of the Strategic Transaction is greater than $40.00 per share and less than or equal to $50.00 per share, each of the
then outstanding Class L ordinary shares (after giving effect to any First Price Vesting , Second Price Vesting or Third Price
Vesting that shall have occurred prior to or in connection with such Strategic Transaction) will convert into a number of
Class A ordinary shares equal to 3,194,445 multiplied by a fraction, the numerator of which is equal to the effective price
of the Strategic Transaction minus $40.00 and the denominator of which is $10.00 (each as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like); and
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if (and only if)
the Fourth Price Vesting shall not have occurred prior to or in connection with such Strategic Transaction and the effective
price of the Strategic Transaction is greater than $50.00, each of the then outstanding Class L ordinary shares (after giving
effect to any First Price Vesting, Second Price Vesting and Third Price Vesting that shall have occurred prior to or in connection
with such Strategic Transaction) will convert into one Class A ordinary share (as adjusted for share sub-divisions, share
capitalizations, reorganizations, recapitalizations and the like).
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For
example, if seventy-two months following the consummation of our initial business combination we consummate a Strategic Transaction
and the effective price of such Strategic Transaction is $43.00 per Class A ordinary share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) and prior to the consummation of such Strategic Transaction
the First Price Vesting target shall have been met, but none of the Second Price Vesting, Third Price Vesting or Fourth Price
Vesting targets shall have been met, all of the then-remaining outstanding Class L ordinary shares will automatically convert
into 7,347,222 shares, representing 3,194,444 shares associated with the Second Price Vesting, 3,194,445 shares associated with
the Third Price Vesting, and 958,333 associated with the Fourth Price Vesting. Together with the 3,194,444 Class L shares already
vested and converted to Class A ordinary shares associated with the First Price Vesting, a total of 10,541,666 Class L shares
will vest and convert into Class A ordinary shares. All Class L ordinary shares that are issued and outstanding on the 10th anniversary
of our initial business combination will be automatically forfeited.
Resources
could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts
to locate and acquire or merge with another business. If we do not complete our initial business combination within the required
time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances,
on the liquidation of our trust account and our warrants will expire worthless.
We
anticipate that the investigation of each specific partner 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 partner
business, we may fail to complete our initial business combination for any number of reasons including those beyond our control.
Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts
to locate and acquire or merge with another business. If we do not complete our initial business combination within the required
time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances,
on the liquidation of our trust account and our warrants will expire worthless.
We
may 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 (as defined by
the Internal Revenue Service (“IRS”)) of our Class A ordinary shares or warrants, a 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. 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.
We
may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result
in taxes imposed on shareholders.
We
may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act,
reincorporate in the jurisdiction in which the partner company or business is located or in another jurisdiction. The transaction
may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant
holder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any
cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding
taxes or other taxes with respect to their ownership of us after the reincorporation.
After
our initial business combination, it is possible that a majority of our directors and officers will live outside the United States
and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities
laws or their other legal rights.
It
is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United
States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases
not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors
or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors
and officers under United States laws. In particular, there is uncertainty as to whether the courts of the Cayman Islands or any
other applicable jurisdictions would recognize and enforce judgments of U.S. courts obtained against us or our directors or officers
predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or
entertain original actions brought in the Cayman Islands or any other applicable jurisdiction’s courts against us or our
directors or officers predicated upon the securities laws of the United States or any state in the United States.
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 partner business, however, cannot presently be ascertained. Although some of our key personnel may remain
with the partner business in senior management or advisory positions following our initial business combination, it is likely
that some or all of the management of the partner business will remain in place. While we intend to closely scrutinize any individuals
we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to
be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could
cause us to have to expend time and resources helping them become familiar with such requirements.
Our
key personnel may negotiate employment or consulting agreements with a partner 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 partner business. In
addition, pursuant to an agreement entered into simultaneously with the Initial Public Offering, following the completion of our
initial business combination, for so long as the holders of the founder shares hold in the aggregate a number of Class A ordinary
shares (on an as-converted to Class A ordinary shares basis) equal to at least 50% of the sum of the founder shares plus the number
of Class A ordinary shares issued upon conversion of any Class L ordinary shares, the holders of the founder shares shall have
the right to appoint one-fifth of the members of our board of directors, rounded up to the nearest whole director, which is described
in Exhibit 4.5 to this Annual Report (Amendment No.1 ) on Form 10-K/A “Description of Registrant’s Securities.”
We
may have a limited ability to assess the management of a prospective partner business and, as a result, may affect our initial
business combination with a partner 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 partner business, our ability to
assess the partner business’s management may be limited due to a lack of time, resources or information. Our assessment
of the capabilities of the partner business’s management, therefore, may prove to be incorrect and such management may lack
the skills, qualifications or abilities we suspected. Should the partner business’s management not possess the skills, qualifications
or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively
impacted. Accordingly, any holders who choose to retain their securities following our initial business combination could suffer
a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.
The
officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of
a business combination partner’s key personnel could negatively impact the operations and profitability of our post-combination
business.
The
role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated
with the acquisition candidate following our initial business combination, it is possible that members of the management of an
acquisition candidate will not wish to remain in place.
Our
executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination
as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete
our initial business combination.
Our
executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in
a conflict of interest in allocating their time between our operations and our search for a business combination and their other
businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each
of our executive officers is engaged in several other business endeavors for which he or she may be entitled to substantial compensation,
and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent
directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other
business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels,
it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial
business combination. For a complete discussion of our executive officers’ and directors’ other business affairs,
please see “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest.”
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.
From
the completion of our Initial Public Offering and until we consummate our initial business combination, we intend to engage in
the business of identifying and combining with one or more businesses. Each of our officers and directors presently has, and any
of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer
or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary
duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular
business opportunity should be presented. These conflicts may not be resolved in our favor and a potential partner business may
be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.
In
addition, our founders, our directors and officers and Ribbit Capital or its affiliates, expect in the future to become affiliated
with other public blank check companies that may have acquisition objectives that are similar to ours. Accordingly, they may have
conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may
not be resolved in our favor and a potential partner business may be presented to such other blank check companies, prior to its
presentation to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our amended
and restated memorandum and articles of association provides that we renounce our interest in any business combination opportunity
offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as
a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.
For
a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts
of interest that you should be aware of, please see “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts
of Interest” and “Item 13. Certain Relationships and Related Transactions, and Director Independence.”
Our
executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that
conflict with our interests.
We
have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having
a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction
to which we are a party or have an interest. In fact, we may enter into a business combination with a partner 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 partner business and completing a business combination. Consequently, our directors’ and officers’ discretion in
identifying and selecting a suitable partner 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. See Exhibit 4.5 to this Annual Report
(Amendment No.1 ) on Form 10-K/A “Description of Registrant's Securities—Certain Differences in Corporate Law”
for further information on the ability to bring such claims. However, we might not ultimately be successful in any claim we may
make against them for such reason.
We
may engage in a business combination with one or more partner businesses that have relationships with entities that may be affiliated
with our sponsor, executive officers, directors or initial shareholders which may raise potential conflicts of interest.
In
light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or
more businesses affiliated with our sponsor, executive officers, directors or initial shareholders. Our directors also serve as
officers and board members for other entities, including, without limitation, those described under “Conflicts of Interest.”
Our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or
may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Such
entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware
of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated,
and there have been no substantive discussions concerning a business combination with any such entity or entities.
Although
we will not be specifically focusing on, or pursuing, any transaction with any affiliated entities, we would pursue such a transaction
if we determined that such affiliated entity met our criteria for a business combination as 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 which is a member of FINRA or an independent valuation or accounting firm regarding the fairness to our company from
a financial point of view of a business combination with one or more domestic or international businesses affiliated with our
sponsor, executive officers, directors or initial shareholders, potential conflicts of interest still may exist and, as a result,
the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts
of interest.
Since
our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not
completed (other than with respect to public shares they may acquire separate from the Initial Public Offering), a conflict of
interest may arise in determining whether a particular business combination partner is appropriate for our initial business combination.
On
July 20, 2020 our sponsor paid $25,000 to cover certain offering costs in consideration for 25,000 ordinary shares. On September
2, 2020, the Company filed an amended and restated memorandum and articles of association. Pursuant to the amendment, the then-outstanding
25,000 ordinary shares were subdivided into 4,472,222 Class B ordinary shares and 12,777,778 Class L ordinary shares. On September
8, 2020, our sponsor transferred 32,500 Class B ordinary shares to each of our independent directors. Prior to the sponsor’s
initial $25,000 investment in the company, the company had no assets, tangible or intangible. The per share price of the 25,000
ordinary shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder
shares and Class L ordinary shares will be worthless if we do not complete an initial business combination. The Class L ordinary
shares will convert into Class A ordinary shares after our initial business combination only to the extent certain triggering
events occur prior to the 10th anniversary of our initial business combination, including specified strategic transactions
and other triggering events based on our stock trading at $20.00 per share and additional stock trading thresholds up to $50.00
per share, in each case, as described in this Annual Report (Amendment No.1 ) on Form 10-K/A. If following our initial business
combination all of the Class L ordinary shares vest, the number of Class A ordinary shares into which the Class L ordinary shares
shall have converted plus the number of Class A ordinary shares into which the Class B ordinary shares shall have converted will
represent, in the aggregate, 30% of the ordinary shares issued and outstanding upon the Initial Public Offering. Notwithstanding
the foregoing, all Class L ordinary shares that are issued and outstanding on the 10th anniversary of our initial business combination
will be automatically forfeited. Our sponsor has purchased 1,005,000 Class A ordinary shares, at a price of $10.00 per share in
a private placement for an aggregate purchase price of $10,050,000 simultaneously with the Initial Public Offering. These Class
A ordinary shares, which we refer to as the private placement shares, are identical to the Class A ordinary shares sold in the
Initial Public Offering, except that if held by the sponsor or its permitted transferees, they are subject to a letter agreement
in which they agree to certain restrictions on the transfer of the private placement shares until the earlier of (1) one year
after the completion of the initial business combination and (2) the date following the initial business combination on which
the company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in the public
shareholders having the right to exchange their ordinary shares. The personal and financial interests of our executive officers
and directors may influence their motivation in identifying and selecting a partner 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 24-month anniversary of the closing of the Initial Public Offering, or 27-month anniversary of the Initial Public
Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination
within 24 months of the Initial Public Offering, nears, which is the deadline for our consummation of an initial business combination.
We
may issue notes or other debt, or otherwise incur substantial debt, to complete a business combination, which may adversely affect
our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
Although
we have no commitments as of the date of this Annual Report (Amendment No.1 ) on Form 10-K/A to issue any notes or other debt,
or to otherwise incur 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:
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default and foreclosure
on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
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acceleration of
our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain
covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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our immediate payment
of all principal and accrued interest, if any, if the debt is payable on demand;
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our inability to
obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while
the debt is outstanding;
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our inability to
pay dividends on our Class A ordinary shares;
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using a substantial
portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on
our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
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limitations on our
flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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increased vulnerability
to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
and
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limitations on our
ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution
of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
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We
may only be able to complete one business combination with the proceeds of the Initial Public Offering, the sale of the private
placement shares and the forward purchase securities, which will cause us to be solely dependent on a single business which may
have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
The
net proceeds from the Initial Public Offering and the sale of the private placement shares provide us with up to $388,412,500
that we may use to complete our initial business combination (after taking into account the $14,087,500, of deferred underwriting
commissions being held in the trust account).We may effectuate our initial business combination with a single partner business
or multiple partner 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 partner 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 partner 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
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dependent upon the
development or market acceptance of a single or limited number of products, processes or services.
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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 partners, 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 limited information is available,
which may result in a business combination with a company that is not as profitable as we suspected, if at all.
In
pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Limited
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.
Our
founding team may not be able to maintain control of a partner business after our initial business combination. Upon the loss
of control of a partner 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 partner 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
partner or otherwise acquires a controlling interest in the partner 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 partner, our shareholders prior
to the completion of our initial business combination may collectively own a minority interest in the post-business combination
company, depending on valuations ascribed to the partner and us in the business combination. For example, we could pursue a transaction
in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares
or other equity interests of a partner. In this case, we would acquire a 100% interest in the partner. However, as a result of
the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could
own less than a majority of our issued and outstanding Class A ordinary shares subsequent to such transaction. In addition, other
minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of
the company’s shares than we initially acquired. Accordingly, this may make it more likely that our founding team will not
be able to maintain control of the partner business.
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 founding team will endeavor to evaluate the risks inherent in a particular
partner 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 partner business. Such combination may not be as successful as a combination with a smaller,
less complex organization.
We
do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to
complete our initial business combination with which a substantial majority of our shareholders do not agree.
Our
amended and restated memorandum and articles of association will not provide a specified maximum redemption threshold, except
that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001
(so that we do not then become subject to the SEC’s “penny stock” rules). As a result, we may be able to complete
our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction
and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions
in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated
agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate
cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus
any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination 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 may seek to amend our amended and restated
memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial
business combination that our shareholders may not support.
In
order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their
charters and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition
of business combination, increased redemption thresholds, extended the time to consummate a business combination and, with respect
to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities.
Amending our amended and restated memorandum and articles of association will require at least a special resolution of our shareholders
as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and
vote at a general meeting of the company, and amending our warrant agreement will require a vote of holders of at least 50% of
the public warrants. 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 24 months from the Initial Public
Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive
agreement for an initial business combination within 24 months from the Initial Public Offering 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 the securities offered through this registration statement, we would register, or
seek an exemption from registration for, the affected securities.
The
provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity
(and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended by way of
a special resolution which requires the approval of the holders of at least two-thirds of our ordinary shares who attend and vote
at a general meeting of the company, which is a lower amendment threshold than that of some other blank check companies. It may
be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion
of an initial business combination that some of our shareholders may not support.
Some
other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including
those which relate to a company’s pre-business combination activity, without approval by a certain percentage of the company’s
shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s
shareholders. Our amended and restated memorandum and articles of association provides that any of its provisions related to pre-business
combination activity (including the requirement to deposit proceeds of the Initial Public Offering and the sale of the private
placement shares 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 by 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 holders representing at least two-thirds of our issued and outstanding Class B ordinary shares. Our initial shareholders,
and their permitted transferees, if any, who will collectively beneficially own, on an as-converted basis, 10% of our Class A
ordinary shares upon the closing of the Initial Public Offering, including the Class A ordinary shares issuable upon conversion
of the founder shares (excluding the private placement shares and the Class A ordinary share issuable upon conversion of class
L ordinary shares), will participate in any vote to amend our amended and restated memorandum and articles of association and/or
trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions
of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily
than some other blank check companies, and this may increase our ability to complete a business combination with which you do
not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles
of association.
Our
sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any
amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of
our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our
initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
24 months from the closing of the Initial Public Offering, or 27 months from the closing of the Initial Public Offering if we
have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24
months from the Initial Public Offering, or (B) with respect to any other provision relating to the rights of holders of our Class
A ordinary shares, in each case unless we provide our public shareholders with the opportunity to redeem their Class A ordinary
shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay
our income taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders are not parties to, or
third-party beneficiaries of, this agreement and, as a result, will not have the ability to pursue remedies against our sponsor,
executive officers and directors for any breach of this agreement. As a result, in the event of a breach, our shareholders would
need to pursue a shareholder derivative action, subject to applicable law.
Certain
agreements related to our Initial Public Offering may be amended without shareholder approval.
Certain
agreements, including the letter agreement among us and our founders, officers and directors, the registration rights agreement
among us and our initial shareholders, and the forward purchase agreement, may be amended without shareholder approval. These
agreements contain various provisions that our public shareholders might deem to be material. While we do not expect our board
of directors to approve any amendment to any of these agreements prior to our initial business combination, it may be possible
that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or
more amendments to any such agreement in connection with the consummation of our initial business combination. Any such amendments
would not require approval from our shareholders, may result in the completion of our initial business combination that may not
otherwise have been possible, and may have an adverse effect on the value of an investment in our securities.
We
may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth
of a partner business, which could compel us to restructure or abandon a particular business combination. If we are unable to
complete our initial business combination, our public shareholders may receive only approximately $10.00 per public share, or
less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
Although
we believe that the net proceeds of the Initial Public Offering, the sale of the private placement shares and the forward purchase
securities will be sufficient to allow us to complete our initial business combination, because we have not yet selected any prospective
partner business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of the Initial
Public Offering, the sale of the private placement shares and the forward purchase securities prove to be insufficient, either
because of the size of our initial business combination, the depletion of the available net proceeds in search of a partner business,
the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our
initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business
combination, we may be required to seek additional financing or to abandon the proposed business combination. Such financing may
not be available on acceptable terms, if at all. The current economic environment may make 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 partner business candidate. If we do not complete our initial business combination within the required time period,
our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation
of our trust account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete
our initial business combination, we may require such financing to fund the operations or growth of the partner business. The
failure to secure additional financing could have a material adverse effect on the continued development or growth of the partner
business. Other than in connection with the forward purchase agreement, 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 the Initial Public Offering, our initial shareholders will own, on an as-converted basis, 10% of our issued and outstanding
ordinary shares, including the Class A ordinary shares issuable upon conversion of the founder shares, but such founders shares
will represent 20% of the voting power of our issued and outstanding ordinary shares immediately following the completion of the
Initial Public Offering, excluding the private placement shares. Accordingly, they may exert a substantial influence on actions
requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated
memorandum and articles of association. If our initial shareholders purchased any units in the Initial Public Offering or if our
initial shareholders purchase any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions,
this would increase their control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current
intention to purchase additional securities, other than as disclosed in this Annual Report (Amendment No.1 ) on Form 10-K/A. Factors
that would be considered in making such additional purchases would include consideration of the current trading price of our Class
A ordinary shares. In addition, our board of directors, whose members were elected by our sponsor, is and will be divided into
three classes, each of which will generally serve for a term of three years with only one class of directors being elected in
each year. We may not hold an annual general meeting to appoint new directors prior to the completion of our initial business
combination, in which case all of the current directors will continue in office until at least the completion of the business
combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a
minority of the board of directors will be considered for election and our sponsor, because of its ownership position, will control
the outcome, as only holders of our Class B ordinary shares will have the right to vote on the election of directors and to remove
directors prior to our initial business combination. Accordingly, our sponsor will continue to exert control at least until the
completion of our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding
an initial business combination without the prior consent of our sponsor. The forward purchase securities will not be issued until
the completion of our initial business combination and, accordingly, will not be included in any stockholder vote until such time.
Our
sponsor contributed $25,000 in exchange for 25,000 ordinary shares and, accordingly, you will experience immediate and substantial
dilution from the purchase of our Class A ordinary shares. On September 2, 2020, the Company filed an amended and restated memorandum
and articles of association. Pursuant to the amendment, the then-outstanding 25,000 ordinary shares were subdivided into 4,472,222
Class B ordinary shares and 12,777,778 Class L ordinary shares. The founder price per share of $0.0014 was calculated giving effect
to such subdivision.
The
difference between the public offering price per share (allocating all of the unit purchase price to the Class A ordinary share
and none to the warrant included in the unit) and the pro forma net tangible book value per Class A ordinary share after the Initial
Public Offering constitutes dilution to you and the other investors. Our sponsor acquired the founder shares at a nominal price,
significantly contributing to this dilution. As of the Initial Public Offering, and assuming no value is ascribed to the warrants
included in the units, you and the other public shareholders incurred an immediate and substantial dilution of approximately 97.5%
(or $9.75 per share), the difference between the pro forma net tangible book value per share of $0.25 and the initial offering
price of $10.00 per unit. This dilution would become exacerbated to the extent that public shareholders seek redemptions from
the trust for their public shares.
We
may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders
of at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased,
the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could
be decreased, all without your approval.
Our
warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company,
as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of
any holder to cure any ambiguity or correct any defective provision or correct any mistake, including to conform the provisions
of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this Annual Report
(Amendment No.1 ) on Form 10-K/A, but requires the approval by the holders of at least 50% of the then-outstanding public warrants
to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend
the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants
approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of
the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase
the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class
A ordinary shares purchasable upon exercise of a warrant. We may redeem your unexpired warrants prior to their exercise at a time
that is disadvantageous to you, thereby making your warrants worthless.
A
provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
Unlike
most blank check companies, if (x) we issue additional Class A ordinary shares or equity linked securities for capital raising
purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less
than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board
of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account
any founder shares, Class L ordinary shares or forward purchase securities held by our initial shareholders or such affiliates,
as applicable, prior to such issuance including any transfer or reissuance of such shares), (y) the aggregate gross proceeds from
such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of our initial
business combination, and (z) the volume weighted average trading price of our Class A ordinary shares during the 10 trading day
period starting on the trading day after the day on which we consummate our initial business combination (such price, the “Market
Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal
to 115% of the Market Value, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest
cent) to be equal to 180% of the Market Value. This may make it more difficult for us to consummate an initial business combination
with a partner business.
Our
warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District
of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our
warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
Our
warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating
in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State
of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to
such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding
the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created
by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and
exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to
have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which
is within the scope of the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New
York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of
any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal
courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions
(an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement
action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.
This
choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable
for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our
warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings,
we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely
affect our business, financial condition and results of operations and result in a diversion of the time and resources of our
founding team and board of directors.
We
may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants
worthless.
We
have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a
price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per
share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20
trading days within a 30 trading day period ending on the third trading day prior to proper notice of such redemption and provided
that certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right
even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As
a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption
of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it
may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish
to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for
redemption, is likely to be substantially less than the market value of your warrants. In addition, we may redeem your 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 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. Please see Exhibit 4.5 to this Annual Report (Amendment No.1 ) on Form 10-K/A “Description of Registrant’s
Securities—Warrants—Public Shareholders’ Warrants—Redemption of warrants for cash when the price per
Class A ordinary share equals or exceeds $10.00.” 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 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.
Our
warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate
our initial business combination.
We
issued public warrants to purchase 8,050,000 Class A ordinary shares as part of the units sold in our Initial Public Offering
and, simultaneously with the Initial Public Offering, we issued in a private placement 1,005,000 Class A ordinary shares, at a
price of $10.00 per share for an aggregate purchase price of $10,050,000. In addition, if the sponsor makes any working capital
loans, it may convert up to $1,500,000 of such loans into private placement shares, at the price of $10.00 per private placement
share. See Exhibit 4.5 to this Annual Report (Amendment No.1 ) on Form 10-K/A “Description of Registrant’s Securities—Warrants—Public
Shareholders’ Warrants—Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds
$10.00.” To the extent we issue ordinary shares to effectuate a business transaction, including the forward purchase
securities, 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 partner 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 and private placement securities may make it more difficult to effectuate a
business transaction or increase the cost of acquiring the partner business.
Because
each unit contains one-fifth of one warrant and only a whole warrant may be exercised, the units may be worth less than units
of other blank check companies.
Each
unit contains one-fifth of one warrant. Pursuant to the warrant agreement, no fractional warrants were issued upon separation
of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional
interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be
issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and
one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive
effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-fifth
of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe,
a more attractive merger partner for partner businesses. Nevertheless, this unit structure may cause our units to be worth less
than if they included a warrant to purchase one whole share.
In this Annual Report on Form 10-K/A, we
reached a determination to restate certain previously issued financial statements to correct the accounting treatment for the Company's
Class A Public Warrants, Forward Purchase Securities, and Class L ordinary shares.
In this Annual Report on Form 10-K/A, we
reached a determination to restate certain previously issued financial statements and related disclosures for the periods disclosed
in order to correct the accounting treatment for the Class A Public Warrants, the Forward Purchase Securities we issued in
connection with our initial public offering in September 2020, as well as the Class L ordinary shares following the publication of
the SEC's Staff Statement on April 12, 2021. See Note 2: "Restatement of Previously Issued Financial Statements" below for further
information. In addition, management has concluded that the Company's disclosure controls and procedures were not effective as of
December 31, 2020 and that the Company's internal control over financial reporting was not effective as of December 31, 2020 solely
as a result of a material weakness in controls related to the accounting for the Class A Public Warrants, our Forward Purchase
Securities and the Class L ordinary shares. See Item 9A: “Controls and Procedures” (Restated). As a result, we have incurred
unanticipated costs for accounting and legal fees in connection with or related to the restatement, and may become subject to
additional risks and uncertainties related to the restatement, such as a negative impact on investor confidence in the accuracy of
our financial disclosures (or in SPACs or former SPAC companies in general), and may raise representational risks for our
business.
Any
future inquiries from the SEC or NYSE as a result of the restatement of our historical financial statements will, regardless of
the outcome, likely consume a significant amount of our resources in addition to those resources already consumed in connection
with the restatement itself.
The
restatement of our financial statements in May 2021 has subjected us to additional risks and uncertainties, including increased professional
costs and the increased possibility of legal proceedings.
As
a result of the restatement of our financial statements, we have become subject to additional risks and uncertainties, including,
among others, increased professional fees and expenses and time commitment that may be required to address matters related to
the restatements, and scrutiny of the SEC and other regulatory bodies which could cause investors to lose confidence in the Company’s
reported financial information and could subject the Company to civil or criminal penalties or shareholder litigation. The Company
could face monetary judgments, penalties or other sanctions that could have a material adverse effect on the Company’s business,
financial condition and results of operations and could cause its stock price to decline.
Our
Class A Public Warrants, Forward Purchase Securities, and Class L ordinary shares are accounted for as a liability and are recorded
at fair value upon issuance with changes in fair value each period to be reported in earnings, which may have an adverse effect
on the market price of our Common Stock.
Following
the restatement of our historical financial statements, we account for our Class A Public Warrants, Forward Purchase Securities,
and Class L ordinary shares as a liability, recorded at fair value upon issuance, with any changes in fair value each period reported
in earnings as determined by the Company based upon a valuation report obtained from its independent third party valuation firm.
The impact of changes in fair value on earnings may have an adverse effect on the market price of our common stock.
The
determination of the offering price of our units and the size of an offering is more arbitrary than the pricing of securities
and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering
price of our units properly reflects the value of such units than you would have in a typical offering of an operating company.
Prior
to the Initial Public Offering there has been no public market for any of our securities. The public offering price of the units
and the terms of the warrants were negotiated between us and the underwriters. In determining the size of the Initial Public Offering,
our founding team held customary organizational meetings with the underwriters, both prior to our inception and thereafter, with
respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our
behalf. Factors considered in determining the size of the Initial Public Offering, prices and terms of the units, including the
Class A ordinary shares and warrants underlying the units, include:
•
the history and prospects of companies whose principal business is the acquisition of other companies;
•
prior offerings of those companies;
•
our prospects for acquiring an operating business at attractive values;
•
a review of debt-to-equity ratios in leveraged transactions;
•
our capital structure;
•
an assessment of our founding team and their experience in identifying operating companies;
•
general conditions of the securities markets at the time of the Initial Public Offering; and
•
other factors as were deemed relevant.
Although
these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an
operating company in a particular industry since we have no historical operations or financial results.
Because
we must furnish our shareholders with partner business financial statements, we may lose the ability to complete an otherwise
advantageous initial business combination with some prospective partner businesses.
The
federal proxy rules require that a proxy statement with respect to a vote on our proposed business combination include historical
and/or pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our
tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required
to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America,
or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending
on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of
the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the
pool of potential partner businesses we may acquire because some partners may be unable to provide such statements in time for
us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within 24
months from the Initial Public Offering, or 27 months from the closing of the Initial Public Offering if we have executed a letter
of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the Initial
Public Offering.
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.
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 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 partner business with which we seek to complete our initial business combination may not be in compliance
with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control
of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any
such acquisition.
Because
we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability
to protect your rights through the U.S. federal courts may be limited.
We
are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect
service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United
States courts against our directors or officers.
Our
corporate affairs and the rights of shareholders will be governed by our amended and restated memorandum and articles of association,
the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We
will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the
directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law
are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part
from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose
courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the
fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial
precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws
as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted
bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action
in a Federal court of the United States. For a more detailed discussion of the principal differences between the provisions of
the Companies Act applicable to us and, for example, the laws applicable to companies incorporated in the United States and their
shareholders, see Exhibit 4.5 to this Annual Report (Amendment No. 1) on Form 10-K/A “Description of Registrant’s
Securities—Certain Differences in Corporate Law.”
Shareholders
of Cayman Islands exempted companies like the company have no general rights under Cayman Islands law to inspect corporate records
or to obtain copies of the register of members of these companies. Our directors have discretion under our amended and restated
memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected
by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to
obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders
in connection with a proxy contest.
We
have been advised by Campbells, 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, our public shareholders may have more difficulty in protecting their interests in the face of actions
taken by our founding team, members of the board of directors or controlling shareholders than they would as public shareholders
of a United States company.
Provisions
in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors
might be willing to pay in the future for our Class A ordinary shares and could entrench our founding team.
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 Class B ordinary shares, which have been issued to our sponsor,
are entitled to vote on the appointment of directors, which may make more difficult the removal of our founding team and may discourage
transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
Cyber
incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial
loss.
We
depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those
of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,
or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary
information and sensitive or confidential data. As an early stage company without significant investments in data security protection,
we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against,
or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination
of them, could have adverse consequences on our business and lead to financial loss.
Risks
associated with acquiring and operating a business in foreign countries
If
we pursue a partner 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 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;
•
longer payment cycles;
•
tax issues, such as tax law changes and variations in tax laws as compared to United States tax laws;
•
currency fluctuations and exchange controls;
•
rates of inflation;
•
challenges in collecting accounts receivable;
•
cultural and language differences;
•
employment regulations;
•
underdeveloped or unpredictable legal or regulatory systems;
•
corruption;
•
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.
If
our founding team following our initial business combination is unfamiliar with United States securities laws, they may have to
expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
Following
our initial business combination, our founding team may resign from their positions as officers or directors of the company and
the management of the partner business at the time of the business combination will remain in place. Management of the partner
business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities
laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming
and could lead to various regulatory issues which may adversely affect our operations.
After
our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of
our revenue may be derived from our operations in such country. Accordingly, our results of operations and prospects would be
subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions
in the country in which we operate.
The
economic, political and social conditions, as well as government policies, of the country in which our operations are located
could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such
growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a
slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain
industries could materially and adversely affect our ability to find an attractive partner business with which to consummate our
initial business combination and if we effect our initial business combination, the ability of that partner business to become
profitable.
Exchange
rate fluctuations and currency policies may cause a partner business’ ability to succeed in the international markets to
be diminished.
In
the event we acquire a non-U.S. partner, 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 partner 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 partner business as measured in dollars will increase, which may make it less likely that we are able
to consummate such transaction.
We
may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction
may govern some or all of our future material agreements and we may not be able to enforce our legal rights.
In
connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands
to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material
agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation
and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could
result in a significant loss of business, business opportunities or capital.
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 partner.
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.