ITEM
1A. RISK FACTORS
An
investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in
this section, alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition
and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
Such risks include, but are not limited to:
Summary
of Risk Factors
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We
are a newly incorporated development stage company with no operating history and no revenues,
and you have no basis on which to evaluate our ability to achieve our business objective.
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Our
public shareholders may not be afforded an opportunity to vote on our proposed business combination,
which means we may complete our initial business combination even though a majority of our
public shareholders do not support such a combination.
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Your
only opportunity to affect the investment decision regarding a potential business combination
will be limited to the exercise of your right to redeem your shares from us for cash, unless
we seek shareholder approval of such business combination.
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If
we seek shareholder approval of our initial business combination, our sponsor, directors,
executive officers, advisors or any of their affiliates may elect to purchase shares from
public shareholders, which may influence a vote on a proposed business combination and reduce
the public “float” of our ordinary shares.
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The
ability of our public shareholders to exercise redemption rights with respect to a large
number of our ordinary 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.
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The
ability of our public shareholders to exercise redemption rights with respect to a large
number of our shares may not allow us to complete the most desirable business combination
or optimize our capital structure.
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The
requirement that we complete our initial business combination within the prescribed time
frame may give potential target businesses leverage over us in negotiating an initial business
combination and may limit the time we have in which to conduct due diligence on potential
business combination targets, in particular as we approach our dissolution deadline, which
could undermine our ability to complete our initial business combination on terms that would
produce value for our shareholders.
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Our
search for a business combination, and any target business with which we ultimately consummate
a business combination, may be materially adversely affected by the recent coronavirus (COVID-19)
outbreak and the status of debt and equity markets.
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Past
performance by our management team and their affiliates may not be indicative of future performance
of an investment in the Company.
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If
we seek shareholder approval of our initial business combination, our sponsor, directors,
executive officers, advisors or any of their affiliates may elect to purchase shares from
public shareholders, which may influence a vote on a proposed business combination and reduce
the public “float” of our ordinary shares.
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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.
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You
will not have any rights or interests in funds from the trust account, except under certain
limited circumstances. To liquidate your investment, therefore, you may be forced to sell
your public shares and/or warrants, potentially at a loss.
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Nasdaq
may delist our securities from trading on its exchange, which could limit investors’
ability to make transactions in our securities and subject us to additional trading restrictions.
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You
will not be entitled to protections normally afforded to investors of many other blank check
companies.
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Because
of our limited resources and the significant competition for business combination opportunities,
it may be more difficult for us to complete our initial business combination. If we are unable
to complete our initial business combination within the required time period, our public
shareholders may receive only approximately $10.00 per share, or less in certain circumstances,
on our redemption of their shares, and our warrants will expire worthless.
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If
we effect our initial business combination with a business located outside of the United
States, we would be subject to a variety of additional risks that may negatively impact our
operations.
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If
the net proceeds of our initial public offering and the sale of the private placement warrants
not being held in the trust account are insufficient, it could limit the amount available
to fund our search for a target business or businesses and complete our initial business
combination and we will depend on loans from our sponsor or management team to fund our search
for a business combination, to pay our taxes, if any, and to complete our initial business
combination. If we are unable to obtain these loans, we may be unable to complete our initial
business combination. Our sponsor is not obligated to fund such loans.
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Our
executive officer and certain of our directors are now, and our executive officers and directors
may in the future become, affiliated with entities engaged in business activities similar
to those intended to be conducted by us, including other blank check companies, and, accordingly,
may have conflicts of interest in allocating their time and determining to which entity a
particular business opportunity should be presented.
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We
have identified a material weakness in our internal control over financial reporting. This
material weakness could continue to adversely affect our ability to report our results of
operations and financial condition accurately and in a timely manner.
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For
risk factors related to Nexters Global and our proposed business combination with Nexters Global, please review the Registration Statement
on Form F-4 to be filed by Nexters Inc., including the preliminary proxy statement/prospectus of the Company to be included therein,
and the definitive proxy statement/prospectus to be filed by the Company.
Risks
Relating to Our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
We
are a blank check development stage company with no operating history and no revenues, and you have no basis on which to evaluate our
ability to achieve our business objective.
We
are a blank check development stage company with no operating results to date. Because we lack an operating history, you have no basis
upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more
target businesses. We may be unable to complete our initial business combination, including the business combination with Nexters Global,
which is subject to numerous closing conditions and may be terminated by either party in certain circumstances, some of which are outside
of our control. If we fail to complete our initial business combination, we will never generate any operating revenues.
Our
public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our
initial business combination even though a majority of our public shareholders do not support such a combination.
We
may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder
approval under applicable law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or other
legal reasons. Accordingly, we may complete our initial business combination even if holders of a majority of our public shares do not
approve of the business combination we complete.
If
we seek shareholder approval of our initial business combination, our sponsor, directors and officers have agreed to vote in favor of
such initial business combination, regardless of how our public shareholders vote.
Unlike
many other blank check companies in which the sponsor agrees to vote its founder shares in accordance with the majority of the votes
cast by the public shareholders in connection with an initial business combination, our sponsor has agreed (and its permitted transferees
will agree), pursuant to the terms of a letter agreement entered into with us, to vote its founder shares as well as any public shares
purchased during or after our initial public offering, in favor of our initial business combination. As a result, in addition to our
sponsor’s founder shares, we would need 9,125,001, or 36.5%, of the 25,000,000 public shares sold in our initial public offering
to be voted in favor of a transaction (assuming all issued and outstanding shares are voted), subject to any higher threshold as is required
by British Virgin Islands or other applicable law, in order to have such initial business combination approved. As of March 25, 2021,
our sponsor owns approximately 21% of our outstanding ordinary shares. Accordingly, if we seek shareholder approval of our initial business
combination, it is more likely that the necessary shareholder approval will be received than would be the case if our sponsor agreed
to vote its founder shares in accordance with the majority of the votes cast by our public shareholders.
In
evaluating a prospective target business for our initial business combination, our management will rely on the availability of all of
the funds from the sale of the forward purchase securities to be used as part of the consideration to the sellers in the initial business
combination. If the sale of the forward purchase securities does not close, we may lack sufficient funds to consummate our initial business
combination.
In
connection with the consummation of our initial public offering, we entered into a forward purchase agreement with our sponsor, which
provides for the purchase of $20,000,000 of units, with each unit consisting of one ordinary share and one half of one warrant to purchase
one ordinary share at $11.50 per share, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the
closing of our initial business combination. The proceeds from the sale of forward purchase securities may be used as part of the consideration
to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital
in the post-transaction company. In addition, if we consummate our initial business combination with Nexters Global, pursuant to the
A&R Forward Purchase Agreement, the sponsor’s purchase commitment will be increased from $20 million to $50 million and the
sponsor’s commitment to acquire our public units will be replaced with a commitment to acquire Pubco ordinary shares and Pubco
public warrants in a private placement to occur after, and subject to, the Merger closing and the Share Acquisition closing. However,
if the sale of some of or all of the forward purchase securities, or of the Pubco securities pursuant to the A&R Forward Purchase
Agreement, does not close for any reason, we may lack sufficient funds to consummate our initial business combination. The obligations
under the forward purchase agreement will not depend on whether any public shareholders elect to redeem their shares and will provide
us with a minimum funding level for the initial business combination. The forward purchase agreement contains customary closing conditions,
the fulfillment of which is a condition for the sponsor to purchase the forward purchase securities, including that our initial business
combination must be consummated substantially concurrently with, and immediately following, the purchase of forward purchase securities.
In the event of any such failure to fund, any obligation is so terminated or any such condition is not satisfied and not waived, we may
not be able to obtain additional funds to account for such shortfall on terms favorable to us or at all. Any such shortfall would also
reduce the amount of funds that we have available for working capital of the post-business combination company.
Your
only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your
right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination.
You
may not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Additionally, since our board
of directors may complete our initial business combination without seeking shareholder approval, public shareholders may not have the
right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, if we do not seek shareholder
approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising
your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed
to our public shareholders in which we describe our initial business combination.
The
ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business
combination targets, which may make it difficult for us to enter into an initial business combination with a target.
We
may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that
we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not
be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. The amount of the
deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with
a business combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial
business combination. If we are able to consummate an initial business combination, the per-share value of shares held by non-redeeming
shareholders will reflect our obligation to pay and the payment of the deferred underwriting commissions. Furthermore, in no event will
we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then
become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be
contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption
requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition
as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate
business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination
transaction with us.
The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete
the most desirable business combination or optimize our capital structure.
At
the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption
rights and, therefore, we will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the
purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust
account to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares is submitted for redemption
than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account
or arrange for third-party financing. Raising additional third- party financing may involve dilutive equity issuances or the incurrence
of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business
combination available to us or optimize our capital structure.
The
ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability
that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If
our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful
increases. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until
we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market;
however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation,
you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate
or you are able to sell your shares in the open market.
The
requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage
over us in negotiating an initial business combination and may limit the time we have in which to conduct due diligence on potential
business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our
initial business combination on terms that would produce value for our shareholders.
Any
potential target business with which we enter into negotiations concerning an initial business combination will be aware that we must
complete our initial business combination by August 10, 2022. Consequently, such target business may obtain leverage over us in negotiating
an initial business combination, knowing that if we do not complete our initial business combination with that particular target business,
we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the
prescribed time frame. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination
on terms that we would have rejected upon a more comprehensive investigation.
Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets.
In
December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout
China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak
of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, the U.S.
Health and Human Services declared a public health emergency for the United States, and on March 11, 2020 the World Health Organization
characterized the outbreak as a “pandemic”.
The
COVID-19 outbreak has resulted, and other infectious diseases could result, in a widespread health crisis that has adversely affected
the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business
combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued
concerns relating to COVID-19 continues to restrict travel, limit the ability to have meetings with potential investors or the target
company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner.
The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain
and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 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, such as the proposed business combination with Nexters Global, or the
operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.
In
addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted
by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity in third-party financing
being unavailable on terms acceptable to us or at all.
As
the number of special purpose acquisition companies increases, there may be more competition to find an attractive target for an initial
business combination. This could increase the costs associated with completing our initial business combination and may result in our
inability to find a suitable target for our initial business combination.
In
recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many companies have
entered into business combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies
seeking targets for their initial business combination, as well as many additional special purpose acquisition companies currently in
registration. As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to
identify a suitable target for an initial business combination.
In
addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available
targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target
companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry
sector downturns, geopolitical tensions or increases in the cost of additional capital needed to close business combinations or operate
targets post- business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find a
suitable target for and/or complete our initial business combination.
Changes
in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and
complete an initial business combination.
In
recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed in ways
adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the
premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These
trends may continue into the future.
The
increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive
for us to negotiate and complete an initial business combination. In order to obtain directors and officers liability insurance or modify
its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense and/or
accept less favorable terms. Furthermore, any failure to obtain adequate directors and officers liability insurance could have an adverse
impact on the post-business combination’s ability to attract and retain qualified officers and directors.
In
addition, after completion of any initial business combination, our directors and officers could be subject to potential liability from
claims arising from conduct alleged to have occurred prior to such initial business combination. As a result, in order to protect our
directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims
(“run-off insurance”). The need for run- off insurance would be an added expense for the post-business combination entity
and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.
We
may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and thereafter commence a voluntary liquidation, in which
case our public shareholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will
expire worthless.
Our
sponsor, officers and directors agreed that we must complete our initial business combination by August 10, 2022. We may not be able
to find a suitable target business and complete our initial business combination within such time period. Our ability to complete our
initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and
the other risks described herein. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the
extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business
combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable
on terms acceptable to us or at all. Additionally, the outbreak of the COVID-19 coronavirus and other events (such as terrorist attacks,
natural disasters or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire.
If
we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a
per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the
funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of
directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the company, subject in each case to our obligations
under the laws of the British Virgin Islands to provide for claims of creditors and the requirements of other applicable law. In such
case, our public shareholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and
our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption
of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced
and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors herein.
If
we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors or any of their
affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce
the public “float” of our ordinary shares.
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or any of their affiliates may purchase
shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such shareholder,
although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption
rights. In the event that our sponsor, directors, executive officers, advisors or any of their affiliates purchase public shares in privately
negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders
would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares
in favor of our initial business combination and thereby increase the likelihood of obtaining shareholder approval of our initial business
combination, or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain
amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met.
This may result in the completion of our initial business combination that may not otherwise have been possible.
In
addition, if such purchases are made, the public “float” of our ordinary shares and the number of beneficial holders of our
securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on
a national securities exchange.
If
a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or
fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
We
will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business
combination. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable,
such shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials,
as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe
the various procedures that must be complied with in order to validly tender or redeem public shares. For example, we may require our
public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street
name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy
materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in
the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a shareholder
fails to comply with these or any other procedures, its shares may not be redeemed.
The
shares beneficially owned by our sponsor, our officers and directors will not participate in liquidation distributions and, therefore,
our officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for our
initial business combination.
Our
sponsor, officers and directors have entered into respective letter agreements with us, pursuant to which our sponsor has agreed to waive
its redemption rights with respect to its founder shares, and our sponsor, officers and directors have agreed to waive their redemption
rights with respect to any public shares they may acquire, in connection with the completion of our initial business combination. Our
sponsor has also waived its right to receive distributions with respect to its founder shares upon our liquidation if we are unable to
consummate our initial business combination. Accordingly, the founder shares will be worthless if we do not consummate our initial business
combination. The private placement warrants and any other warrants they acquire will also be worthless if we do not consummate an initial
business combination. The personal and financial interests of our sponsor, officers and directors may influence their motivation in timely
identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’
discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the
terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest.
Our
security holders are not entitled to protections normally afforded to investors of many other blank check companies.
Since
the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete our
initial business combination with a target business that has not been identified, we may be deemed to be a “blank check”
company under the U.S. securities laws. However, because we had net tangible assets in excess of $5,000,000 upon the completion of our
initial public offering and the sale of the private placement warrants and filed a Current Report on Form 8-K, including an audited balance
sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as
Rule 419. Accordingly, our security holders are not afforded the benefits or protections of those rules. Among other things, this means
our units were immediately tradable upon consummation of our initial public offering and we have a longer period of time to complete
our initial business combination than do companies subject to Rule 419. Moreover, offerings subject to Rule 419 would prohibit the release
of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in
connection with our completion of an initial business combination.
Because
of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete
our initial business combination. If we are unable to complete our initial business combination within the required time period, our
public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares,
and our warrants will expire worthless.
We
expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing
for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience
in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.
Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial
resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target
businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants,
our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available
financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.
Furthermore, in the event we seek shareholder approval of our initial business combination and we are obligated to pay cash for our ordinary
shares, it will potentially reduce the resources available to us for our initial business combination. Any of these obligations may place
us at a competitive disadvantage in successfully negotiating our initial business combination. If we are unable to complete our initial
business combination within the required time period, our public shareholders may receive only approximately $10.00 per share, or less
in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless. See “— If third
parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by shareholders may be less than
$10.00
per share” and other risk factors herein.
If
the funds not being held in the trust account are insufficient to allow us to operate until August 10, 2022, we may be unable to complete
our initial business combination.
The
funds available to us outside of the trust account may not be sufficient to allow us to operate until August 10, 2022, assuming that
our initial business combination is not completed during that time. We have incurred and expect to continue to incur significant costs
in pursuit of our acquisition plans. Management’s plans to address this need for capital and potential loans from certain of our
affiliates are discussed in the section of this Annual Report titled “Management’s Discussion and Analysis of Financial Condition
and Results of Operations.” However, our affiliates are not obligated to make loans to us in the future, and we may not be able
to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact
the analysis regarding our ability to continue as a going concern at such time.
We
believe that the funds available to us outside of the trust account will be sufficient to allow us to operate until August 10, 2022;
however, we cannot assure you that our estimate is accurate. Of the funds available to us, we have used and in the future may use a portion
of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion
of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target
businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target
businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we
entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required
to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for,
or conduct due diligence with respect to, a target business. If we are unable to complete our initial business combination within the
required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the
liquidation of our trust account, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive
less than $10.00 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds
held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share”
and other risk factors herein.
If
the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are
insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business
combination and we will depend on loans from our sponsor or management team to fund our search for a business combination, to pay our
taxes, if any, and to complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete
our initial business combination. Our sponsor is not obligated to fund such loans.
As
of December 31, 2020, we had approximately $0.8 million outside of the trust account, approximately $64,000 of investment income
available in the trust account to pay for tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses), and
a working capital of approximately $0.4 million. If we are required to seek additional capital, we would need to borrow funds from
our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our
management team nor any of their affiliates is under any obligation to loan funds to, or otherwise invest in, us in such
circumstances. Any such loans would be repaid only from funds held outside the trust account or from funds released to us upon
completion of our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial
business combination. If we are unable to complete our initial business combination because we do not have sufficient funds
available to us, we will be forced to cease operations and liquidate the trust account. In such case, our public shareholders may
receive only $10.00 per share, or less in certain circumstances, and our warrants will expire worthless., our public shareholders
may receive less than $10.00 per share on the redemption of their shares. See “— If third parties bring claims against
us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less
than $10.00 per share” and other risk factors below.
Subsequent
to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment
or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our
securities, which could cause you to lose some or all of your investment.
Even
if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify
all material issues that may be present with a particular target business, that it would be possible to uncover all material issues through
a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise.
As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment
or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected
risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though
these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature
could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate
net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue
of our obtaining post-combination debt financing. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder
or warrant holder, respectively, following our initial business combination could suffer a reduction in the value of their securities.
Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully
claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed by them to
our company, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy
statement relating to the business combination contained an actionable material misstatement or material omission.
If
we liquidate, distributions, or part of them, may be delayed while the liquidator determines the extent of potential creditor claims.
If
we do not complete our initial business combination by August 10, 2022, we will be required to redeem our public shares using the available
funds in the trust account pursuant to our amended and restated memorandum and articles of association, resulting in our repayment of
available funds in the trust account. Following this redemption, we will proceed to commence a voluntary liquidation and thereby a formal
dissolution of the company. In connection with such a voluntary liquidation, the liquidator would give notice to our creditors inviting
them to submit their claims for payment, by notifying known creditors (if any) who have not submitted claims and by placing a public
advertisement in at least one newspaper published in the British Virgin Islands newspaper and in at least one newspaper circulating in
the location where the company has its principal place of business, and taking any other steps he considers appropriate, after which
our remaining assets would be distributed.
As
soon as our affairs are fully wound-up, if we were to liquidate, the liquidator must complete his statement of account and will then
notify the Registrar of Corporate Affairs in the British Virgin Islands (the “Registrar”) that the liquidation has been completed.
However, the liquidator may determine that he requires additional time to evaluate creditors’ claims (particularly if there is
uncertainty over the validity or extent of the claims of any creditors). Also, a creditor or shareholder may file a petition with the
British Virgin Islands court which, if successful, may result in our liquidation being subject to the supervision of that court. Such
events might delay distribution of some or all of our remaining assets.
To
the extent that any liquidation proceedings of the company were to be commenced prior to the redemption of our public shares (and the
distribution of available funds in the trust account) referred to above under British Virgin Islands law, the funds held in our trust
account may be included in our estate and subject to the claims of third parties with priority over the claims of our shareholders. To
the extent any such claims deplete the trust account we may not be able to return to our public shareholders the full redemption amounts
which would be otherwise payable to them.
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 not currently 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 in securities and that our activities
do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our
total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and
complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to
buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to
be a passive investor.
We
do not believe that our principal activities subject us to the Investment Company Act. To this end, the proceeds held in the trust
account may only be invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement,
the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these
instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and
selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment
company” within the meaning of the Investment Company Act. An investment in our securities is not for persons who are seeking
a return on investments in government securities or investment securities. The trust account is intended as a holding place for
funds pending the earliest to occur of: (i) the completion of our primary business objective, which is a business combination; (ii)
absent an initial business combination, our return of the funds held in the trust account to our public shareholders as part of our
redemption of the public shares, and (iii) the redemption of any public shares properly tendered in connection with a shareholder
vote to amend our amended and restated memorandum and articles of association (A) to modify
the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination
by August 10, 2022 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business
combination activity. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company
Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would
require additional expenses for which we have not allotted funds and may hinder our ability to complete our initial business
combination. If we are unable to complete our initial business combination within the required time period, our public shareholders
may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and our
warrants will expire worthless.
We
are not subject to the supervision of the Financial Services Commission of the British Virgin Islands and, as a result, our shareholders
are not protected by any regulatory inspections in the British Virgin Islands.
We
are not an entity subject to any regulatory supervision in the British Virgin Islands by the Financial Services Commission. As a result,
shareholders are not protected by any regulatory supervision or inspections by any regulatory agency in the British Virgin Islands and
we are not required to observe any restrictions in respect of our conduct, save as disclosed in our amended and restated memorandum and
articles of association.
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.
The
British Virgin Islands, together with several other non-European Union jurisdictions, have introduced legislation aimed at addressing
concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without
real economic activity. With effect from January 1, 2019, the Economic Substance (Companies and Limited Partnerships) Act, 2018 (the
“ESA”) came into force in the British Virgin Islands introducing certain economic substance requirements for British Virgin
Islands tax resident companies which are engaged in certain “relevant activities.” However, it is not anticipated that we
will be subject to any such requirements prior to any business combination and thereafter we may still remain out of scope of the legislation
or else be subject to more limited substance requirements. Although it is presently anticipated that the ESA will have little material
impact on the Company or its operations, as the legislation is new and remains subject to further clarification and interpretation it
is not currently possible to ascertain the precise impact of these legislative changes on the Company.
If
we are unable to consummate our initial business combination by August 10, 2022, our public shareholders may be forced to wait beyond
the ten business day period thereafter before redemption from our trust account.
If
we are unable to consummate our initial business combination by August 10, 2022, we will, as promptly as reasonably possible but not
more than ten business days thereafter, redeem all public shares then outstanding at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including any amounts representing interest earned on the trust account not previously
released to us to pay our taxes, if any, less up to $100,000 of interest for our dissolution expenses, divided by the number of then
outstanding public shares and cease all operations except for the purposes of winding up of our affairs by way of a voluntary liquidation,
as further described elsewhere in this Annual Report. Any redemption of public shareholders from the trust account shall be effected
automatically by function of our amended and restated memorandum and articles of association prior to our commencing any voluntary liquidation.
If we are required to liquidate prior to distributing the aggregate amount then on deposit in the trust account, then such winding up,
liquidation and distribution must comply with the applicable provisions of the Companies Act and/or the Insolvency Act. In that case,
investors may be forced to wait beyond the ten business days following August 10, 2022 before the redemption proceeds of our trust account
become available to them, and they receive the return of their portion of the proceeds from our trust account. We have no obligation
to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business
combination or amend certain provisions of our amended and restated memorandum and articles of association and then only in cases where
investors have sought to redeem their ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled
to distributions if we are unable to complete our initial business combination.
If
deemed to be insolvent, distributions, or part of them, may be delayed while the insolvency liquidator determines the extent of potential
creditor claims. In these circumstances, prior payments made by the company may be deemed “voidable transactions.”
If
we do not complete our initial business combination by August 10, 2022, we will be required to redeem our public shares from the trust
account pursuant to our amended and restated memorandum and articles of association.
However,
if at any time we are deemed insolvent for the purposes of the Insolvency Act (i.e. (i) we fail to comply with the requirements of a
statutory demand that has not been set aside under section 157 of the Insolvency Act; (ii) execution or other process issued on a judgment,
decree or order of a British Virgin Islands court in favor of a creditor of the company is returned wholly or partly unsatisfied; or
(iii) either the value of the company’s liabilities exceeds its assets, or the company is unable to pay its debts as they fall
due), we are required to immediately enter insolvent liquidation. In these circumstances, a liquidator will be appointed who will give
notice to our creditors inviting them to submit their claims for payment, by notifying known creditors (if any) who have not submitted
claims and by placing a public advertisement in at least one newspaper published in the British Virgin Islands newspaper and in at least
one newspaper circulating in the location where the company has its principal place of business, and taking any other steps he considers
appropriate, after which our assets would be distributed. Following the process of insolvent liquidation, the liquidator will complete
its final report and accounts and will then notify the Registrar. The liquidator may determine that he requires additional time to evaluate
creditors’ claims (particularly if there is uncertainty over the validity or extent of the claims of any creditors). Also, a creditor
or shareholder may file a petition with the British Virgin Islands court which, if successful, may result in our liquidation being subject
to the supervision of that court. Such events might delay distribution of some or all of our assets to our public shareholders. In such
liquidation proceedings, the funds held in our trust account may be included in our estate and subject to the claims of third parties
with priority over the claims of our shareholders. To the extent any such claims deplete the trust account we cannot assure you we will
be able to return to our public shareholders the amounts otherwise payable to them.
If
we are deemed insolvent, then there are also limited circumstances where prior payments made to shareholders or other parties may be
deemed to be a “voidable transaction” for the purposes of the Insolvency Act. A voidable transaction would be, for these
purposes, payments made as “unfair preferences” or “transactions at an undervalue.” Where a payment was a risk
of being a voidable transaction, a liquidator appointed over an insolvent company could apply to the British Virgin Islands court for
an order, inter alia, for the transaction to be set aside as a voidable transaction in whole or in part.
Our
sponsor has waived its right to participate in any liquidation distribution with respect to the founder shares. We will pay the costs
of our liquidation and distribution of the trust account from the remaining assets outside the trust account and up to $100,000 of interest
that accrued in the trust account that may be used for this purpose. In addition, pursuant to a written agreement, our sponsor has agreed
that it will be liable to us, for all claims of creditors to the extent that we fail to obtain executed waivers from such entities in
order to protect the amounts held in trust, except as to any claims under our indemnity of the underwriters of the initial public offering
against certain liabilities, including liabilities under the Securities Act. However, we cannot assure you that the liquidator will not
determine that he or she requires additional time to evaluate creditors’ claims (particularly if there is uncertainty over the
validity or extent of the claims of any creditors). We also cannot assure you that a creditor or shareholder will not file a petition
with the British Virgin Islands court which, if successful, may result in our liquidation being subject to the supervision of that court.
Such events might delay distribution of some or all of our assets to our public shareholders.
If
deemed to be insolvent, distributions made to public shareholders, or part of them, from our trust account may be subject to claw back
in certain circumstances.
If
we do not complete our initial business combination by August 10, 2022, and instead distribute the aggregate amount then on deposit in
the trust account (less interest previously released to us to pay taxes, if any, and less up to $100,000 in interest reserved for expenses
in connection with our dissolution) to our public shareholders by way of redemption, it will be necessary for our directors to pass a
board resolution approving the redemption of those ordinary shares and the payment of the proceeds to public shareholders. Such board
resolutions are required to confirm that we satisfy the solvency test prescribed by the Companies Act, (namely that our assets exceed
our liabilities; and that we are able to pay our debts as they fall due). If, after the redemption proceeds are paid to public shareholders,
it transpires that our financial position at the time was such that it did not satisfy the solvency test, the Companies Act provides
a mechanism by which those proceeds could be recovered from public shareholders. However, the Companies Act also provides for circumstances
where such proceeds could not be subject to claw back, namely where (a) the public shareholders received the proceeds in good faith and
without knowledge of our failure to satisfy the solvency test; (b) a public shareholder altered its position in reliance of the validity
of the payment of the proceeds; or (c) it would be unfair to require repayment of the proceeds in full or at all.
The grant of registration
rights to our sponsor and its permitted transferees may make it more difficult to complete our initial business combination, and the future
exercise of such rights may adversely affect the market price of our ordinary shares.
Pursuant to
a registration rights agreement entered into upon the closing of our initial public offering, our sponsor and its permitted transferees,
can demand that we register the founder shares and the private placement warrants and the ordinary shares underlying the private placement
warrants and holders of warrants that may be issued upon conversion of working capital loans can demand that we register such warrants
or ordinary shares issuable upon conversion of such warrants. Additionally, pursuant to the forward purchase agreement dated August 5,
2020, we agreed to use commercially reasonable efforts (i) to file within 30 days after the closing of the initial business combination
a registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying
ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than sixty
(60) days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date
on which our sponsor or its assignees cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby
can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement
is declared effective, cause us to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the forward
purchase agreement provides for certain “piggy-back” registration rights to the holders of forward purchase securities to
include their securities in other registration statements filed by us. We will bear the cost of registering these securities. The registration
and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market
price of our ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly
or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined
entity or ask for more cash consideration to offset the negative impact on the market price of our ordinary shares that is expected when
the securities owned by our sponsor and holders of warrants that may be issued upon conversion of working capital loans or their respective
permitted transferees are registered. The A&R Forward Purchase Agreement amends the forward purchase agreement, dated August 5, 2020,
between us and the sponsor with respect to registration rights, among other things. Pursuant to the A&R Forward Purchase Agreement,
Pubco has no obligation to register or qualify the Pubco forward purchase securities, or any Pubco ordinary shares into which the Pubco
forward purchase securities may be converted into or exercised for, for resale, except pursuant to the New Registration Rights Agreement.
Pursuant to the New Registration Rights Agreement, among other things, subject to certain requirements and customary conditions, including
with regard to the number of demand rights that may be exercised, the Holders may demand at any time or from time to time, that Pubco
file a registration statement with the SEC to register the securities of Pubco held by such Holders. The New Registration Rights Agreement
will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.
Because we are not limited to a particular
industry, sector or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain
the merits or risks of any particular target business’ operations.
We seek to
complete our initial business combination with an operating company, except that we will not, under our amended and restated memorandum
and articles of association, be permitted to effectuate our initial business combination with another blank check company or similar company
with nominal operations. There is no current basis for you to evaluate the possible merits or risks of the particular industry in which
we may ultimately operate or the target business which we may ultimately acquire. To the extent we complete our initial business combination,
we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially
unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business
and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate
the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant
risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control
and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot
assure you that an investment in our securities will ultimately prove to be more favorable to investors than a direct investment, if such
opportunity were available, in a business combination target. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder
or warrant holder, respectively, following the business combination could suffer a reduction in the value of their securities. Such shareholders
and warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction
was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed by them to us, or if they are able to
successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the business combination
contained an actionable material misstatement or material omission.
We may seek
acquisition opportunities in industries or sectors outside the telecommunications, technology, internet and consumer goods and services
sectors which may or may not be outside of our management’s area of expertise.
We will consider
an initial business combination outside of the telecommunications, technology, internet and consumer goods and services sectors (which
sectors may or may not be outside our management’s areas of expertise) if a business combination candidate is presented to us and
we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to
evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or
assess all of the significant risk factors. We also cannot assure you that an investment in our securities will not ultimately prove to
be less favorable to investors than a direct investment, if an opportunity were available, in a business combination candidate. In the
event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may
not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding the areas of
our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our
management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any shareholder or warrant
holder who remains a shareholder or warrant holder following our initial business combination could suffer a reduction in the value of
their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.
Although we have identified
general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial
business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we
enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
Although we
have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business, such
as Nexters Global, with which we enter into our initial business combination will not have all of these positive attributes. If we complete
our initial business combination with a target that does not meet some or all of these criteria and guidelines, such combination may not
be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce
a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders
may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires
us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law
or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other legal reasons, it may be more
difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria
and guidelines. If we are unable to complete our initial business combination within the required time period, our public shareholders
may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants
will expire worthless.
We may seek acquisition opportunities
with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings, which
could subject us to volatile revenues or earnings or difficulty in retaining key personnel.
To the extent
we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an established
record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These
risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or
earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor
to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant
risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control
and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.
We are not required to obtain
an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, and consequently,
you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial
point of view.
Unless we complete
our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking
firm that is a member of FINRA or from an independent accounting firm that the price we are paying is fair to our company from a financial
point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine
fair market value based on one or more standards generally accepted by the financial community, such as actual and potential sales, earnings,
cash flow and/or book value, discounted cash flow valuation or value of comparable businesses. Such standards used will be disclosed in
our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.
We may be a passive foreign investment
company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.
If we are a PFIC for any taxable
year (or portion thereof) that is included in the holding period of a U.S. holder of our ordinary shares or warrants, the U.S.
holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our
PFIC status for our current and subsequent taxable years may depend upon the status of an acquired company pursuant to a business
combination and whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of
the start-up exception is uncertain, and there can be no assurance that we will qualify for the start-up exception. Accordingly,
there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our
actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Moreover, if we determine
we are a PFIC for any taxable year, we will endeavor to provide a U.S. Holder such information as the Internal Revenue Service
(“IRS”) may require, including a PFIC annual information statement in order to enable the U.S. holder to make and
maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required
information, and such election would likely be unavailable with respect to our warrants in all cases. We urge U.S. holders to
consult their tax advisors regarding the possible application of the PFIC rules to holders of our ordinary shares and warrants.
Resources could be
wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire
or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only
approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account, and our warrants
will expire worthless.
The investigation
of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments
requires substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete
a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.
Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination
for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred
which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to
complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00
per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.
After our initial business combination,
it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located
outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.
It is possible
that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all
of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors
in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments
of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.
We may have
limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination
with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could,
in turn, negatively impact the value of our shareholders’ investment in us.
When evaluating
the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’
management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management,
therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s
management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability
of the post-combination business may be negatively impacted. Accordingly, shareholders who choose to remain shareholders following our
initial business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy
for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors
of a duty of care or other fiduciary duty owed to us, or if they are able to successfully bring a private claim under securities laws
that the tender offer materials or proxy statement relating to the business combination contained an actionable material misstatement
or material omission.
The officers
and directors of an acquisition candidate may resign upon completion of our initial business combination. The departure of a business
combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The
role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at
this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with
the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition
candidate will not wish to remain in place.
We may be able to complete
only one business combination with the proceeds of our initial public offering and the sale of the private placement warrants, which will
cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification
may negatively impact our operations and profitability.
We may effectuate
our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of
time. However, we may not be able to effectuate our initial business combination with more than one target business because of various
factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements
with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a
combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to
numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible
spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations
in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:
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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 targets, which may hinder our ability to complete our initial business combination
and give rise to increased costs and risks that could negatively impact our operations and profitability.
If we determine
to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that
our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult
for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional
risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there
are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products
of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact
our profitability and results of operations.
We may attempt to complete our
initial business combination with a private company about which little information is available, which may result in an initial business
combination with a company that is not as profitable as we suspected, if at all.
In pursuing
our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. By definition, very
little public information exists about private companies, and we could be required to make our decision on whether to pursue a potential
initial business combination on the basis of limited information, which may result in an initial business combination with a company that
is not as profitable as we suspected, if at all.
We may seek business
combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent
us from achieving our desired results.
We may seek
business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While
we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements,
the business combination may not be as successful as we anticipate.
To the extent
we complete our initial business combination with a large complex business or entity with a complex operating structure, we may also be
affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing
our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations,
we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If
we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may
not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us
with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination
may not be as successful as a combination with a smaller, less complex organization.
If we effect our initial business combination
with a business located outside of the United States, we would be subject to a variety of additional risks that may negatively impact
our operations.
We may effect
an initial business combination with a business located outside of the United States. If we do, we would be subject to any special considerations
or risks associated with businesses operating in the target’s home jurisdiction, including any of the following:
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rules and regulations or currency conversion or corporate withholding taxes on individuals;
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laws governing the manner in which future business combinations may be effected;
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differing laws and regulations regarding exchange listing and delisting requirements;
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tariffs and trade barriers;
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regulations related to customs and import/export matters;
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tax issues, such as tax law changes and variations in tax laws as compared to the United States;
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currency fluctuations and exchange controls;
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inflation greater than that experienced in the United States;
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challenges in collecting accounts receivable;
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cultural and language differences;
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employment regulations;
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crime, strikes, riots, civil disturbances, terrorist attacks and wars; and
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deterioration of political relations with the United States.
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We may not be able to adequately address these additional
risks. If we are unable to do so, our operations might suffer.
If we effect our initial
business combination with a business located outside of the United States, the laws applicable to such business will likely govern all
of our material agreements and we may not be able to enforce our legal rights.
If we effect
our initial business combination with a business located outside of the United States, the laws of the country in which such business
operates will govern almost all of the material agreements relating to its operations. The target business may not be able to enforce
any of its material agreements or enforce remedies for breaches of those agreements in that jurisdiction. The system of laws and the enforcement
of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability
to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities
or capital. Additionally, if we acquire a business located outside of the United States, it is likely that substantially all of our assets
would be located outside of the United States and some of our officers and directors might reside outside of the United States. As a result,
it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors
or officers or to enforce judgments of U.S. courts predicated upon civil liabilities and criminal penalties of our directors and officers
under federal securities laws.
Because of the costs and difficulties inherent
in managing cross-border business operations, our results of operations may be negatively impacted.
Managing a
business, operations, personnel or assets in another country is challenging and costly. Any management that we may have (whether based
abroad or in the United States) may be inexperienced in cross-border business practices and unaware of significant differences in accounting
rules, legal regimes and labor practices. Even with a seasoned and experienced management team, the costs and difficulties inherent in
managing cross-border business operations, personnel and assets can be significant (and much higher than in a purely domestic business)
and may negatively impact our financial and operational performance.
We may re-domicile into another foreign jurisdiction
in connection with our initial business combination, and the laws of such jurisdiction may govern all of our material agreements and we
may not be able to enforce our legal rights.
In connection
with our initial business combination, we may relocate the home jurisdiction of our business from the British Virgin Islands to another
foreign jurisdiction. If we determine to do this, the laws of such jurisdiction would likely govern all of our material agreements. The
system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as
in the British Virgin Islands or the United States. The inability to enforce or obtain a remedy under any of our future agreements could
result in a significant loss of business, business opportunities or capital. Any such re-domiciliation and the international nature of
our business will likely subject us to foreign regulation.
We may re-domicile or reincorporate in another
jurisdiction in connection with our initial business combination which may result in taxes imposed on shareholders and warrant holders.
We may, in
connection with our initial business combination, re-domicile or reincorporate in the jurisdiction in which the target company or business
is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the
jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity. We do
not intend to make any cash distributions to shareholders to pay such taxes. Shareholders and warrant holders may be subject to withholding
taxes or other taxes with respect to their ownership of us after the reincorporation.
Many countries have difficult and unpredictable
legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely
impact our results of operations and financial condition.
Our ability
to seek and enforce legal protections, including with respect to intellectual property and other property rights, or to defend ourselves
with regard to legal actions taken against us in a given country, may be difficult or impossible, which could adversely impact our operations,
assets or financial condition. Rules and regulations in many countries are often ambiguous or open to differing interpretation by responsible
individuals and agencies at the municipal, state, regional and federal levels. The attitudes and actions of such individuals and agencies
are often difficult to predict and inconsistent. Delay with respect to the enforcement of particular rules and regulations, including
those relating to customs, tax, environmental and labor, could cause serious disruption to operations abroad and negatively impact our
results.
If our management following our initial
business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws,
which could lead to various regulatory issues.
Following
our initial business combination, our management team may resign from their positions as officers or directors of the company and the
management of the target business at the time of the business combination will remain in place. Management of the target business may
not be familiar with U.S. securities laws. If new management is unfamiliar with such laws, they may have to expend time and resources
becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues, which may adversely
affect our operations.
Currency policies may cause a target business’
ability to succeed in the international markets to be diminished.
In the event
we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our
net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies
in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the
relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation
of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value
against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars
will increase, which may make it less likely that we are able to consummate such transaction.
Our management may not be able to maintain control
of a target business after our initial business combination.
We may structure
an initial business combination so that the post-transaction company in which our public shareholders own shares will own less than 100%
of the outstanding equity interests or assets of a target business, but we will only complete such business combination if the post- transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in
the target business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will
not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities
of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination
company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a
transaction in which we issue a substantial number of new ordinary shares in exchange for all of the outstanding capital stock of a target.
In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new ordinary
shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding ordinary shares subsequent
to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or
group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likely that
our management will not be able to maintain our control of the target business. We cannot assure you that, upon loss of control of a target
business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
We do not have a specified maximum redemption
threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which
a substantial majority of our shareholders do not agree.
Our amended
and restated memorandum and articles of association does not provide a specified maximum redemption threshold, except that in no event
will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such that we do not
then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may
be contained in the agreement relating to our initial business combination. As a result, we may be able to complete our initial business
combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares
or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our
sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay
for all 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 ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search
for an alternate business combination.
In order to effectuate
an initial business combination, blank check companies have, in the past, amended various provisions of their constitutional documents.
We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association that will make it
easier for us to consummate an initial business combination that some of our shareholders may not support.
In order to
effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters
and modified governing instruments. For example, blank check companies have amended the definition of initial business combination, increased
redemption thresholds and changed industry focus. We cannot assure you that we will not seek to amend our amended and restated memorandum
and articles of association prior to our initial business combination, however, to do so would require the approval of at least 65% of
the issued and outstanding shares attending and voting at a meeting of shareholders.
Our sponsor,
officers and directors agreed, each pursuant to a written agreement with us, that they will not propose any amendment to our amended and
restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public
shares if we do not complete our initial business combination by August 10, 2022, unless we provide our public shareholders with the opportunity
to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account (less any interest released to us for taxes, if any), divided by the number of then outstanding public
shares. These agreements are contained in letter agreements that we entered into with our sponsor, officers and directors. Our shareholders
are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against
our sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need
to pursue a shareholder derivative action, subject to applicable law.
Provisions of our amended
and restated memorandum and articles of association (and corresponding provisions of the agreement governing the release of funds from
our trust account) relating to the rights and obligations attaching to our ordinary shares and certain aspects of our pre- business combination
activity may be amended prior to the consummation of our initial business combination by a resolution of shareholders holding 65% of the
issued and outstanding ordinary shares attending and voting at the meeting at which the resolution is considered, which is a lower amendment
threshold than that of many blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and
articles of association and the trust agreement to facilitate the consummation of an initial business combination that some of our shareholders
may not support.
Some other
blank check companies have a provision in their constitutional documents which prohibits the amendment of certain provisions, including
those which relate to a company’s pre-business combination activity, without approval by a certain percentage of the company’s
shareholders. Amendment of these provisions requires approval by between 90% and 100% of the company’s public shareholders in many
cases. Our amended and restated memorandum and articles of association provide that any of its provisions, including those related to
pre-business combination activity, may be amended if approved by holders of 65% of our ordinary shares, and corresponding provisions of
the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary
shares, which is a lower amendment threshold than that of many blank check companies. This is a lower amendment threshold than that of
many blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association
to facilitate the consummation of an initial business combination that some of our shareholders may not support.
Our sponsor,
officers and directors have agreed, each pursuant to a written agreement with us, that they will not propose any amendment to our amended
and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our
public shares if we do not complete our initial business combination by August 10, 2022, unless we provide our public shareholders with
the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account (less any interest released to us for taxes, if any), divided by the number of then
outstanding public shares. These agreements are contained in letter agreements that we have entered into with our sponsor, officers and
directors. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the
ability to pursue remedies against our sponsor, officers and directors for any breach of these agreements. As a result, in the event of
a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.
We may be unable to obtain additional financing
to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure
or abandon a particular business combination.
If the net
proceeds of our initial public offering and the sale of the private placement warrants and forward purchase securities prove to be insufficient,
either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business,
the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial
business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we
may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing
will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete
our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination
and seek an alternative target business candidate. If we are unable to complete our initial business combination, our public shareholders
may receive only approximately $10.00 per share plus any pro rata interest earned on the funds held in the trust account and not previously
released to us to pay our taxes, if any, less up to $100,000 of interest for dissolution expenses, on the liquidation of our trust account.
In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to
fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect
on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide
any financing to us in connection with or after our initial business combination. If we are unable to complete our initial business combination
within the required time period, our public shareholders may receive only approximately $10.00 per share, or less in some circumstances,
on the liquidation of our trust account, and our warrants will expire worthless.
Our sponsor and affiliated entities control
a substantial interest in us and thus may exert a substantial influence on actions requiring shareholder vote, potentially in a manner
that you do not support.
Our sponsor
currently owns approximately 21% of our issued and outstanding ordinary shares. Our sponsor, officers and directors or their affiliates
could determine in the future to make purchases of our securities in the open market or in private transactions, to the extent permitted
by law. In connection with any vote for a proposed business combination, our sponsor, as well as all of our officers and directors have
agreed to vote the ordinary shares owned by them in favor of such proposed business combination.
Our board of
directors is and will be divided into three classes, each of which will generally serve for a term of three years with only one class
of directors being elected in each year. It is unlikely that there will be an annual meeting of shareholders to elect new directors prior
to the consummation of our initial business combination, in which case all of the current directors will continue in office until at least
the consummation of the business combination. Accordingly, you may not be able to exercise your voting rights under corporate law until
August 10, 2022. If there is an annual meeting, as a consequence of our “staggered” board of directors, fewer than half of
the board of directors will be considered for election and our sponsor, because of its ownership position, will have considerable influence
regarding the outcome. Accordingly, our sponsor will continue to exert control at least until the consummation of our initial business
combination.
Our outstanding warrants may have an adverse
effect on the market price of ordinary shares and make it more difficult to effect a business combination.
We issued
warrants to purchase 12,500,000 ordinary shares as part of the units sold in our initial public offering and 6,750,000 private placement
warrants, each exercisable to purchase one ordinary share. We may also issue additional warrants to our sponsor, officers, directors or
their affiliates upon redemption of promissory notes issued to such entities or individuals for loans made to supplement our working capital
requirements, as described elsewhere in this Annual Report. To the extent we issue ordinary shares to effect a business combination, the
potential for the issuance of a substantial number of additional shares upon exercise of these warrants could make us a less attractive
acquisition vehicle in the eyes of a target business. Such securities, when exercised, will increase the number of issued and outstanding
ordinary shares and reduce the value of the shares issued to complete the business combination. Accordingly, our warrants may make it
more difficult to effectuate a business combination or increase the cost of acquiring the target business. Additionally, the sale, or
even the possibility of sale, of the shares underlying the warrants could have an adverse effect on the market price for our securities
or on our ability to obtain future financing. If and to the extent these warrants are exercised, you may experience dilution to your holdings.
A provision of our warrant
agreement may make it more difficult for us to complete an initial business combination.
Unlike most blank check
companies, if (i) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with
the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share, (ii) the aggregate gross
proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding
of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and
(iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the
higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the
nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption
trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This
may make it more difficult for us to consummate an initial business combination with a target business.
If we do
not hold an annual meeting of shareholders until after the consummation of our initial business combination, shareholders will not be
afforded an opportunity to elect directors and to discuss company affairs with management until such time.
Unless otherwise
required by law or the Nasdaq, we do not currently intend to call an annual meeting of shareholders until after we consummate our initial
business combination. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until
one year after our first fiscal year end following our listing on Nasdaq. If our shareholders want us to hold a meeting prior to our consummation
of our initial business combination, they may do so by members holding not less than thirty percent of voting rights in respect of the
matter for which the meeting is requested making a request in writing to the directors in accordance with Section 82(2) of the Companies
Act. Under British Virgin Islands law, we may not increase the required percentage to call a meeting above thirty percent. Until we hold
an annual meeting of shareholders, public shareholders may not be afforded the opportunity to elect directors and to discuss company affairs
with management.
A market for our securities
may not fully develop or be sustained, which would adversely affect the liquidity and price of our securities.
The price
of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions,
including as a result of the COVID-19 outbreak and other events (such as terrorist attacks, natural disasters or a significant outbreak
of other infectious diseases). An active trading market for our securities may not fully develop or be sustained. Additionally, if our
securities become delisted from Nasdaq for any reason, and are quoted on the OTC Pink Sheets, an inter-dealer automated quotation system
for equity securities not listed on a national exchange, the liquidity and price of our securities may be more limited than if we were
listed on Nasdaq or another national exchange. You may be unable to sell your securities unless a market can be fully developed and sustained.
Because
we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
initial business combination with some prospective target businesses.
The federal
proxy rules require that a proxy statement with respect to a vote on an initial business combination meeting certain financial significance
tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement
disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial
statements may be required to be prepared in accordance with, or be reconciled to U.S. GAAP or IFRS, depending on the circumstances and
the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement
requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial
statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business
combination within the prescribed time frame.
Compliance obligations under the Sarbanes-Oxley
Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources,
and increase the time and costs of completing an acquisition.
Section 404
of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on
Form 10-K for the year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer
will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over
financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent
registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank
check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public
companies because a target business with which we seek to complete our initial business combination may not be in compliance with the
provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such
entity to achieve compliance with the Sarbanes- Oxley Act may increase the time and costs necessary to complete any such acquisition.
You may face difficulties in protecting
your interests, and your ability to protect your rights through the U.S. federal courts may be limited, because we are incorporated under
British Virgin Islands law.
We are a company
incorporated under the laws of the British Virgin Islands. As a result, it may be difficult for investors to enforce judgments obtained
in the U.S. courts against us or our directors or officers.
Our corporate
affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the British
Virgin Islands. We are also subject to the federal securities laws of the United States. The rights of shareholders to take action against
the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under British Virgin Islands
law are governed by the Companies Act and the common law of the British Virgin Islands. The common law of the British Virgin Islands is
derived from English common law, and whilst the decisions of the English courts are of persuasive authority, they are not binding on a
court in the British Virgin Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under British
Virgin Islands law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the
United States. In particular, the British Virgin Islands has a less developed body of securities laws as compared to the United States,
and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, while statutory
provisions do exist in British Virgin Islands law for derivative actions to be brought in certain circumstances, shareholders in British
Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. The
circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action,
may result in the rights of shareholders of a British Virgin Islands company being more limited than those of shareholders of a company
organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate
wrongdoing has occurred.
The British
Virgin Islands courts are also unlikely to recognize or enforce against us judgments of courts of the United States based on certain civil
liability provisions of U.S. securities laws where that liability is in respect of penalties, taxes, fines or similar fiscal or revenue
obligations of the company; and to impose liabilities against us, in original actions brought in the British Virgin Islands, based on
certain civil liability provisions of U.S. securities laws that are penal in nature.
There is no
statutory recognition in the British Virgin Islands of judgments obtained in the United States, although the courts of the British Virgin
Islands will in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself which may be sued
upon as a debt at common law so that no retrial of the issues would be necessary provided that the U.S. judgment:
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the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted
to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;
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is final and for a liquidated sum;
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the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the
company;
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in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;
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recognition or enforcement of the judgment would not be contrary to public policy in the British Virgin Islands; and
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the proceedings pursuant to which judgment was obtained were not contrary to natural justice.
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In appropriate
circumstances, a British Virgin Islands Court may give effect in the British Virgin Islands to other kinds of final foreign judgments
such as declaratory orders, orders for performance of contracts and injunctions.
As a result
of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management,
members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.
Our amended and restated
memorandum and articles of association permit the board of directors by resolution to amend our amended and restated memorandum and articles
of association, including to create additional classes of securities, including shares with rights, preferences, designations and limitations
as they determine which may have an anti-takeover effect.
Our amended
and restated memorandum and articles of association permit the board of directors by resolution to amend certain provisions of the amended
and restated memorandum and articles of association including to designate rights, preferences, designations and limitations attaching
to the preferred shares as they determine in their discretion, without shareholder approval with respect the terms or the issuance. If
issued, the rights, preferences, designations and limitations of the preferred shares would be set by the board of directors and could
operate to the disadvantage of the outstanding ordinary shares the holders of which would not have any pre-emption rights in respect of
such an issue of preferred shares. Such terms could include, among others, preferences as to dividends and distributions on liquidation,
or could be used to prevent possible corporate takeovers. We may issue some or all of such preferred shares in connection with our initial
business combination. Notwithstanding the foregoing, we and our directors and officers have agreed not to propose any amendment to our
amended and restated memorandum and articles of association that would affect the substance and timing of our obligation to redeem our
public shares if we are unable to consummate our initial business combination by August 10, 2022, 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 taxes, if any, divided by the number of then outstanding public shares and private shares.
We may face risks related
to telecommunications, technology, internet and consumer goods and services sector companies.
Business combinations
with companies in the telecommunications, technology, internet and consumer goods and services sectors entail special considerations and
risks. If we are successful in completing a business combination with such a target business, we may be subject to, and possibly adversely
affected by, the following risks:
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An inability to compete effectively in a highly competitive environment with many incumbents having substantially greater resources;
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An inability to manage rapid change, increasing consumer expectations and growth;
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An inability to build strong brand identity and improve subscriber or customer satisfaction and loyalty;
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A reliance on proprietary technology to provide services and to manage our operations, and the failure
of this technology to operate effectively, or our failure to use such technology effectively;
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An inability to deal with our subscribers’ or customers’ privacy concerns;
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An inability to attract and retain subscribers or customers;
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An inability to license or enforce intellectual property rights on which our business may depend;
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Any significant disruption in our computer systems or those of third-parties that we would utilize in our operations;
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An inability by us, or a refusal by third parties, to license content to us upon acceptable terms;
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Potential liability for negligence, copyright, or trademark infringement or other claims based on the
nature and content of materials that we may distribute;
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Competition for advertising revenue;
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Competition for the leisure and entertainment time and discretionary spending of subscribers or customers,
which may intensify in part due to advances in technology and changes in consumer expectations and behavior;
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Disruption or failure of our networks, systems or technology as a result of computer viruses, “cyber-attacks,”
misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information
or similar events;
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An inability to obtain necessary hardware, software and operational support; and
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Reliance on third-party vendors or service providers.
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Any of the
foregoing could have an adverse impact on our operations following a business combination. However, our efforts in identifying prospective
target businesses will not be limited to the media, internet and consumer sectors. Accordingly, if we acquire a target business in another
industry, these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in which we
operate or target business which we acquire, none of which can be presently ascertained.
We have identified
a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability
to report our results of operations and financial condition accurately and in a timely manner.
We identified a material weakness
in our internal controls over financial reporting. As a result of such material weakness, the restatement described in Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations, the change in accounting for our warrants and forward purchase
agreement, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes
which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from
the restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements.
As of the date of this Amendment No. 1, we have no knowledge of any such litigation or dispute. However, we can provide no assurance
that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a
material adverse effect on our business, results of operations and financial condition or our ability to complete a business combination.
Risks Relating to the Russian Federation if one or more
Target Businesses is located in Russia
Emerging markets are subject to different risks
as compared to more developed markets.
Operating
a business in Russia can involve a greater degree of risk than operating a business in more developed markets, including, in some cases,
increased political, economic and legal risks. Emerging market governments and judiciaries often exercise broad, unchecked discretion
and are susceptible to abuse and corruption. Moreover, financial turmoil in any emerging market country tends to adversely affect the
value of investments in all emerging market countries as investors move their money to more stable, developed markets. As has happened
in the past, financial problems or an increase in the perceived risks associated with investing in companies in emerging economies could
dampen foreign investment in the Russian Federation and adversely affect its economy. Generally, investment in emerging markets is only
suitable for sophisticated investors who fully appreciate the significance of the risks involved in, and are familiar with, investing
in emerging markets.
Political or other risks could adversely affect
the value of investments in the Russian Federation.
Any change in the Russian
Government or its program of reform or lack of consensus between the Russian President, the Prime Minister, the Russian Government, the
Parliament and powerful economic groups could lead to political instability and a deterioration in Russia’s investment climate.
In addition, ethnic, religious, historical and other divisions have on occasion given rise to tensions and, in certain cases, military
conflict. Moreover, various acts of terrorism have been committed within the Russian Federation. The risks associated with these events
or potential events that may have a material adverse effect on the Company or a target business’ financial condition, results of
operations or prospects.
Russia is a
federative state consisting of 85 constituent entities, or “subjects”. The Russian Constitution reserves some governmental
powers for the Russian Government, some for the subjects and some for areas of joint competence. In addition, eight “federal districts”
(“federal’nye okruga”), which are overseen by a plenipotentiary representative of the President, supplement the
country’s federal system. The delineation of authority among and within the subjects is, in many instances, unclear and contested,
particularly with respect to the division of tax revenues and authority over regulatory matters. Subjects have enacted conflicting laws
in areas such as privatization, land ownership and licensing. For these reasons, the Russian political system is vulnerable to tension
and conflict between federal, subject and local authorities. This tension creates uncertainties in the operating environment in Russia,
which may prevent businesses from carrying out their strategy effectively.
In January
2020, the Russian President Vladimir Putin proposed a number of constitutional reforms aimed at altering the balance of power between
the legislative, executive and judicial branches and introducing certain other changes to the Constitution of the Russian Federation.
Following approval of the amendments to the Russian constitution by national vote which was accomplished on July 1, 2020, it is expected
that the process by which these reforms will be prepared and approved by the Russian authorities will be determined in the near future.
If and when implemented, these constitutional reforms may have a significant impact on the Russian political landscape and regulatory
environment and lead to other changes that are currently difficult to predict.
Any disruption
or reversal of reform policies or economic downturn could lead to social, political or governmental instability or the occurrence of conflicts
between various groups, which could have a material adverse effect on the value of investments in Russia.
Economic risks could adversely
affect the value of investments in the Russian Federation.
The Russian
economy has experienced fluctuating growth rates over the last two decades, including significant recent declines. In addition, as Russia
produces and exports large quantities of crude oil, natural gas, metal products and other commodities, the Russian economy is particularly
vulnerable to fluctuations in the prices of commodities on the world markets. The sharp decrease in prices for natural resources in 2008
and 2014 to 2016 resulted in a significant decrease in revenues of the Russian Government, which had a negative effect on the Russian
economy. Commodity prices continue to be volatile. Further, the Russian economy generally was adversely affected by the global financial
crisis. As an emerging economy, Russia remains particularly vulnerable to further external shocks and any future fluctuations in the global
markets, and such events could have a material adverse effect on the Company or the target business’ financial condition, results
of operations or prospects.
In addition,
because Russia produces and exports large amounts of oil, the Russian economy is especially vulnerable to the price of oil on the world
market, and a decline in the price of oil or international sanctions against the Russian oil industry could slow or disrupt the Russian
economy or weaken the value of the ruble against foreign currencies. In particular, the Brent Crude oil price suffered a significant decrease
during 2014 and 2015. The commodity’s price declined from $112.36 per barrel on June 30, 2014 to $37.28 per barrel on December 31,
2015. During 2016 and 2019, the Brent Crude oil price continued to be volatile with $56.82 per barrel on December 30, 2016, $66.87 per
barrel on December 29, 2017,
$53.80 per barrel on December 31,
2018 and $66.00 per barrel on December 31, 2019. Further, after OPEC and Russia failed to agree on recent production cuts, Saudi Arabia
sharply cut its prices, causing the Brent Crude oil price to reach an average low of $23 per barrel in April, 2020, which has severely
impacted the Russian economy.
In addition,
the recent outbreak of COVID-19 described in the risk factor entitled “— Our search for a business combination, and any target
business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19)
outbreak and the status of debt and equity markets,” has materially adversely affected the Russian economy, due to mitigation measures
to reduce the spread of the virus and the impact of the sharp decline in oil demand, among other factors. Risks related to the COVID-19
pandemic could also negatively affect target business’ financial condition and results of operations. The extent to which COVID-19
may impact such results will depend on future developments and is difficult to predict.
Other risks could adversely affect the value
of investments in the Russian Federation.
Emerging markets
such as the Russian Federation are prone to social risks and increased lawlessness. High levels of corruption reportedly exist in Russia,
including the bribing of officials for the purpose of initiating investigations by government agencies. Corruption and other illegal activities
could disrupt the Company or the target business’ ability to conduct its business effectively, and claims that the Company or the
target business was involved in such corruption or illegal activities could generate negative publicity, either of which could harm the
Company or the target business’ financial condition, results of operations or prospects. In addition, rising unemployment, forced
unpaid leave, wages in arrears and a weakening economy have in some cases in the past led to and could in the future lead again to labor
and social unrest, a mood of protest, and a rise in nationalism against migrant workers. Such labor and social unrest could disrupt ordinary
business operations, which also could materially adversely affect the Company or the target business’ financial condition, results
of operations or prospects.
The Company’s business could be affected
by the sanctions imposed by the US, the U.K. and other members of the European Union and related sanctions.
The Russian
Federation’s economic and political relations with certain other countries, particularly the U.S., the U.K. and other members of
the European Union, have been affected by recent events. On 2 August, 2017, the U.S. President signed into law the Countering America’s
Adversaries Through Sanctions Act (“CAATSA”). CAATSA contains a number of provisions in respect of sanctions on the Russian
economy and provides for the possibility of imposition of secondary sanctions on non-U.S. persons that (a) materially violate, attempt
to violate, conspire to violate, or cause a violation of the U.S. sanctions regime with respect to Russia and Ukraine; or (b) facilitate
a significant transaction or transactions, including deceptive or structured transactions, for or on behalf of any person which is the
subject of sanctions imposed by the U.S. with respect to Russia.
On January
29, 2018, the U.S. Treasury Department published an unclassified portion of the Report to Congress Pursuant to Section 241 regarding Senior
Foreign Political Figures and Oligarchs in the Russian Federation and Russian Parastatal Entities (the “Section 241 Report”),
which listed senior political figures in Russia as well as oligarchs with an estimated net worth of US$1 billion or more. Although according
to the Section 241 Report, the inclusion of individuals or entities in this report does not impose sanctions on them or create any restrictions
or prohibitions on dealing with such persons by either U.S. or foreign persons, it is not clear what restrictions, if any may be imposed
upon some or any of these individuals in the future. The publication of the names in the Section 241 Report may affect the Company’s
ability to acquire a target business from an individual who is listed in the report, or a target business with any significant shareholder(s)
whose names are listed in the report.
In March 2018,
the expulsion of Russian Federation diplomats and envoys by 26 countries including the U.K. and the U.S., and the expulsion by the Russian
Federation of diplomats and envoys of several of these countries in response to the Novichok poisoning in the U.K., contributed to increased
geopolitical tensions between the U.S., U.K. and other countries and the Russian Federation. This also led to further sanctions being
imposed on the Russian Federation by the U.S. in August 2018 following their determination under the Chemical and Biological Weapons Control
and Warfare Elimination Act of 1991 that the Government of the Russian Federation had used chemical or biological weapons against international
law or against their own nationals. On 6 April, 2018, pursuant to an Executive Order codified by CAATSA, the U.S. government sanctioned
a number of Russian businessmen, government officials and companies. U.S. persons (1) are required to block all property and interests
in property of the sanctioned parties and (2) may not deal with the sanctioned parties directly or indirectly. Furthermore, non-U.S. persons
are at risk of the secondary sanctions described above in relation to their dealings with the sanctioned parties.
In November
2018, the U.S. imposed sanctions against certain Russian organizations and individuals, including a subsidiary of the Russian Energy Ministry,
for allegedly supplying Iranian oil to Syria in breach of U.S. restrictions.
In February
2019, a bipartisan group of U.S. Senators introduced a bill to the U.S. Senate entitled Defending American Security from Kremlin Aggression
Act of 2019 (“DASKA”). DASKA seeks to build on CAATSA sanctions, by, among other things, imposing financing restrictions on
Russian sovereign debt, introducing blocking sanctions targeting Russian financial state-owned institutions, corrupt political figures,
oligarchs and parastatal entities, introducing blocking sanctions relating to malicious cyber activities and the Kerch Strait incident
and the opening of an Office of Sanctions Coordination at the U.S. State Department for the purpose of coordinating sanctions with the
European Union and other NATO allies.
If the Company
were to acquire a target company or business, the ongoing business of the Company and the target — including its vendor and client
relationships — will need to comply with CAATSA and any other applicable sanctions. CAATSA, or any other applicable sanctions, could
potentially limit the Company’s ability to acquire a target company or business from a person (an individual or a company) who has
been sanctioned, or a target company or business with any significant shareholder(s) who have been sanctioned. Continued geopolitical
tensions, existing and any additional sanctions, including DASKA should it pass into law, and/or any retaliatory measures, could result
in, a material adverse impact on the Russian Federation’s economy, global economic conditions, the Company or the target business’
financial condition, results of operations or prospects.
Our target’s business could be affected
by political instability, including relating to Ukraine and related sanctions imposed by the U.S. and the EU.
Political and
economic relations between Russia the U.S. and the EU are complex. Recent situations involving Ukraine, Crimea, Iran, Syria, and alleged
cyberespionage by the Russian government against the U.S. Democratic National Committee and in connection with the 2016 U.S. presidential
election, along with the response of the governments of Russia, the U.S., member states of the E.U., the E.U. itself and other nations,
have the potential to materially adversely affect our operations in Russia through a variety of situations. In particular, due to recent
geopolitical tensions in Ukraine, the United States, Canada and the E.U. have imposed sanctions against Russian officials, certain Russian
companies and individuals. These sanctions were designed to affect various elements of Russia’s economy, with a particular focus
on defense companies, individuals identified by the U.S. Department of State as being in the “inner circle” of the current
Russian president, banks and energy companies. Russia has responded with certain countermeasures, including limiting the import of certain
goods from the U.S. and other countries. It is currently unclear how long these sanctions will remain in place and whether new sanctions
may be imposed. There can be no assurance that such sanctions will not be expanded more broadly to impact a greater variety of actors
in the Russian economy. The sanctions imposed by the U.S. and the EU in connection with the Ukraine crisis so far have had an adverse
effect on the Russian economy.
Further confrontation
in Ukraine and any escalation of related tensions between Russia and the U.S. and/or the EU, the continuation of existing sanctions, the
imposition of further sanctions, or uncertainty regarding the scope thereof, could have a prolonged adverse impact on the Russian economy,
particularly levels of disposable income, consumer spending and consumer confidence. These impacts could be more severe than those experienced
to date. All of the foregoing could have a material adverse impact on the target business’ financial condition, results of operations
or prospects.
Negative publicity could harm our target’s
business.
The local and
international press have reported high levels of corruption and extortion in the Russian Federation, including selective investigations
and prosecutions to further the personal or commercial interests of certain favored companies or individuals. There is also a tendency
among the press to generate speculative reports containing allegations of criminal conduct and fraud. Further, the Russian press are suspected
of publishing biased articles and reports in return for payment. Such negative publicity could have a material adverse effect on our target
business’ financial condition, results of operations or prospects.
Legal risks could affect the value of investments
in the Russian Federation.
Among the risks
of the Russian legal system are: inconsistencies among laws, presidential decrees, and government and ministerial orders and resolutions;
conflicting local, regional and federal laws and regulations; the untested nature of the independence of the judiciary and its sensitivity
to economic or political influences; substantial gaps in the regulatory structure due to the delay or absence of implementing legislation;
a high degree of discretion on the part of governmental authorities; reported corruption within governmental entities and other governmental
authorities; the relative inexperience of judges and courts in interpreting laws applicable to complex transactions; and the unpredictability
of enforcement of foreign judgments and foreign arbitral awards. Many Russian laws and regulations are construed in a way that provides
for significant administrative discretion in application and enforcement. Unlawful, selective or arbitrary actions of the Russian Government
have reportedly included the denial or withdrawal of licenses, sudden and unexpected tax audits, criminal prosecutions, and civil claims.
Any of the above events may have a material adverse effect on the Company’s or the target business’, financial condition,
results of operations or prospects following an acquisition. The independence of the Russian judiciary and its immunity from economic
and political influences remains questionable. The Russian Government may attempt to invalidate court decisions by retroactively applying
relevant legislative changes. In addition, the Russian court system is understaffed and underfunded. Judges and courts are generally inexperienced
in business and corporate law. The Russian judiciary can be slow or unjustifiably swift, and enforcement of court orders can be very difficult.
Moreover, parties often use legal claims in furtherance of political objectives. All of these factors make judicial decisions in the Russian
Federation unpredictable and effective redress uncertain, and this uncertainty could affect the Company’s or the target business’
ability to enforce its rights or to defend itself against claims, which in turn could have a material adverse effect on our target business’
financial condition, results of operations or prospects following an acquisition.
The rules relating to transactions involving
foreign investors with respect to Russian companies may adversely affect the Company’s ability to complete an acquisition.
In July 2017,
Russia enacted new rules relating to state control over transactions involving foreign investors with respect to Russian companies. Under
the new rules, the chair of the Governmental Commission on Control over Foreign Investments in the Russian Federation (the “Commission”)
may decide that any transaction by a foreign investor with respect to any Russian company is subject to prior approval by the Commission
if the transaction may threaten national defense and state security. Previously, prior approval was only required for the acquisition
of certain shareholdings or veto rights or control, and only over Russian companies that conduct strategic types of activities or their
assets. The Company may therefore be required to obtain prior approval from the Commission before completing an acquisition, which may
not be granted. Such restrictions may also be extended which may further limit the potential acquisition opportunities that may be available
to the Company.
Foreign judgments and arbitral awards may not
be enforceable.
Russian courts
will not enforce any judgment obtained in a court established in a country other than the Russian Federation unless there is a treaty
in effect between that country and the Russian Federation, or a federal law of Russia provides for the recognition and enforcement of
foreign court judgments, or if the judgment is enforced on the basis of reciprocity. No such treaty exists between the Russian Federation
and either the United Kingdom or the United States and no such federal law has been passed. In the event there is such a treaty and federal
law, Russian courts may nonetheless refuse to recognized a foreign law judgment.
Russian tax legislation is subject to frequent
change.
Despite certain
improvements in the taxation system made by the Russian Government over the past decade, Russian tax legislation is still subject to frequent
change, varying interpretations, and inconsistent and selective enforcement. There are currently no clear rules for distinguishing between
lawful tax optimization and tax evasion. In addition, Russian tax laws do not contain detailed rules on the taxation in Russia of foreign
companies. As such, taxpayers often have to resort to court proceedings to defend their position against the Russian tax authorities.
However, in the absence of consistent court practice or binding precedents, there is inconsistency amongst court decisions. Further, the
possibility exists that the Russian Federation would impose arbitrary or onerous taxes and penalties in the future, which could have a
material adverse effect on the Company’s or the target business’ financial condition, results of operations or prospects following
an acquisition.
The Russian banking system remains underdeveloped.
Russia’s
banking and other financial systems are not well developed or regulated. There are currently a limited number of creditworthy Russian
banks, most of which are headquartered in Moscow. Although the Central Bank of Russia has the mandate and authority to suspend banking
licenses of insolvent banks, many insolvent banks still operate. Many Russian banks also do not meet international banking standards,
and the transparency of the Russian banking sector still does not meet internationally accepted norms. This could materially limit our
Company’s or target business’ access to capital from Russian banks.
If Russia were to return to high and sustained
inflation, our Company’s and our target business’ results of operations could be adversely affected.
During the
period from 2010 to 2019, the consumer price index in Russia measured by Rosstat was 8.8% in 2010, 6.1% in 2011, 6.6% in 2012, 6.5% in
2013, 11.4% in 2014, 12.9% in 2015, 5.4% in 2016, 2.5% in 2017, 4.3% in 2018, 3% in 2019 and 4,9% in 2020 and is forecast to be between
3.7% and 4.2% in 2021. A return to high and sustained inflation could lead to market instability, new financial crises, reductions in
consumer purchasing power and the erosion of consumer confidence. Certain of our costs such as rent and utilities costs, as well as payroll
costs, are sensitive to rises in inflation in Russia. Due to competitive pressures in the future, we may be unable to raise prices sufficiently
to cover such costs and to maintain or increase our profit margins. Furthermore, even if we are able to increase prices to cover such
increased costs, such price increases may result in decreased demand for our merchandise and a decrease in sales, which could have a material
adverse effect on our Company’s and target business’ financial condition, results of operations or prospects.
Russian physical infrastructure is in poor condition
and its further deterioration could have a material adverse effect on our target business.
Russia’s
physical infrastructure largely dates back to Soviet times and has not been adequately funded and maintained in recent years. Particularly
affected are the rail and road networks, power generation and transmission facilities, communications systems, and building stock. The
Russian Government is actively pursuing plans to re-organize the national rail, electricity and telephone systems, as well as public utilities.
Any such re-organization may result in increased charges and tariffs, potentially adding costs to our business, while failing to generate
the anticipated capital investment needed to repair, maintain and improve these systems. The deterioration of Russian physical infrastructure
harms the national economy, disrupts the transportation of goods and supplies, adds costs to doing business in the Russian Federation
and can interrupt business operations. Further deterioration in Russia’s physical infrastructure could have a material adverse effect
on our target business’ financial condition, results of operations or prospects.
Unlawful or arbitrary government action may have
an adverse effect on our Company or our target business.
Governmental
authorities have a high degree of discretion in the Russian Federation and have in the past exercised their discretion arbitrarily, without
due process or prior notice, and sometimes in a manner contrary to law. Moreover, the Russian Government also has the power, in certain
circumstances, by regulation or governmental act, to interfere with the performance of, nullify or possibly terminate contracts. Unlawful
or arbitrary governmental actions have reportedly included withdrawal of licenses, sudden and unexpected tax audits, criminal prosecutions
and civil actions. Federal and local governmental entities have also used common defects in share issuances and registration as pretexts
for court claims and other demands to invalidate such issuances and registrations and/or to void transactions, often for political purposes.
Unlawful or arbitrary governmental action, if directed at us, could have a material adverse effect on our Company or target business’
financial condition, results of operations or prospects.
Members of our management team
have extensive experience, and a significant network of business relationships and contacts, in international jurisdictions. As a result,
certain of these members may be, or may become, involved in governmental investigations and proceedings, litigation, negative publicity
or other events that could adversely affect us.
During the
course of their careers, members of our management team have been employed by, served as board members of, founded or invested in, and
otherwise assisted many companies in international jurisdictions, including Russia, and have developed a significant network of business
relationships and contacts in such jurisdictions. In addition, one of our directors, Per Brilioth, currently serves as a board member
of a Swedish investment company that invests primarily in certain technology-related business ventures in Iran. As a result of their involvement
with companies in these jurisdictions and their significant network of contacts, certain of those members may currently be, or may in
the future become, involved in governmental investigations and proceedings, litigation, negative publicity or other events or occurrences
relating to the business affairs of such companies and the business relationships and contacts with which they have been, may be, or may
become in the future, affiliated. Any such investigations, proceedings, litigations, negative publicity or other events occurrences may
have an adverse impact on us. For example, any of the foregoing may: divert our management team’s and board’s attention and
resources away from identifying and selecting a target business or businesses for our initial business combination; make it more difficult
for us to complete an initial business combination, including as a result of target perception and delays in obtaining, or inability to
obtain, certain regulatory approvals, particularly if we pursue a target business with U.S. connections; and adversely impact our reputation,
business, results of operations and financial condition.
Risks Relating to Our Securities
Nasdaq may delist our securities
from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional
trading restrictions.
Our securities
are currently listed on Nasdaq. Our securities may not continue to be listed on Nasdaq in the future prior to an initial business combination.
Generally, we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of our
securities (generally 300 round-lot holders). Additionally, in connection with our initial business combination, we will be required to
demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing
requirements, in order to continue to maintain the listing of our securities on Nasdaq. We may not be able to meet those initial listing
requirements at that time.
If Nasdaq
delists any of our securities from trading on its exchange and we are not able to list our securities on another national securities exchange,
we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse
consequences, including:
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a limited availability of market quotations for our securities;
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reduced liquidity for our securities;
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a determination that our ordinary shares are a “penny stock” which will require brokers
trading in our ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary
trading market for our securities;
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a limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
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The National
Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain
securities, which are referred to as “covered securities.” Because our units, ordinary shares and warrants are listed on Nasdaq,
our units, ordinary shares and warrants are covered securities under such statute. Although the states are preempted from regulating the
sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and,
if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.
While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies,
other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers,
or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer
listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each
state in which we offer our securities.
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,
and if you or a “group” of shareholders are deemed to hold in excess of 20% of our ordinary shares, you will lose the ability
to redeem all such shares in excess of 20% of our ordinary shares.
If we seek
shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination
pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder,
together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 20% of the shares sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent.
However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our
initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.
Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.
And as a result, you will continue to hold that number of shares exceeding 20% and, in order to dispose of such shares, would be required
to sell your shares in open market transactions, potentially at a loss.
If we do not maintain
a current and effective prospectus relating to the ordinary shares issuable upon exercise of the warrants, public holders will only be
able to exercise such warrants on a “cashless basis.”
If we do not
maintain a current and effective prospectus relating to the ordinary shares issuable upon exercise of the public warrants at the time
that holders wish to exercise such warrants, they will only be able to exercise them on a “cashless basis.” As a result, the
number of ordinary shares that holders will receive upon exercise of the public warrants will be fewer than it would have been had such
holders exercised their warrants for cash. Under the terms of the warrant agreement, we have agreed to use our commercially reasonable
efforts to maintain a current and effective prospectus relating to the ordinary shares issuable upon exercise of the warrants until the
expiration of the warrants. However, we cannot assure you that we will be able to do so. If we are unable to do so, the potential “upside”
of the holder’s investment in our company may be reduced. Notwithstanding the foregoing, the private placement warrants and any
other warrants that may be issued to our officers, directors, sponsor or their affiliates as described elsewhere in this Annual Report
may be exercisable for unregistered ordinary shares for cash even if the prospectus relating to the ordinary shares issuable upon exercise
of the warrants is not current and effective.
An investor will be
able to exercise a warrant only if the issuance of ordinary shares upon such exercise has been registered or qualified or is deemed exempt
under the securities laws of the state of residence of the holder of the warrants.
No public
warrants will be exercisable for cash and we will not be obligated to issue ordinary shares unless the shares issuable upon such exercise
have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants.
At the time that the warrants become exercisable, we expect to continue to be listed on a national securities exchange, which would provide
an exemption from registration in every state. Accordingly, we believe holders in every state will be able to exercise their warrants
as long as our prospectus relating to the ordinary shares issuable upon exercise of the warrants is current. However, we cannot assure
you of this fact. If the ordinary shares issuable upon exercise of the warrants are not qualified or exempt from qualification in the
jurisdictions in which the holders of the warrants reside, the warrants may be deprived of any value, the market for the warrants may
be limited and they may expire worthless if they cannot be sold.
Our warrants are accounted
for as liabilities and the changes in value of our warrants could have a material effect on our financial results.
On April 12, 2021, the SEC Staff issued the SEC Staff Statement, wherein
the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as
liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Specifically, the SEC Staff Statement focused on
certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to
those contained in our warrant and forward purchase agreements. As a result of the SEC Staff Statement, we reevaluated the accounting
treatment of our warrants and units associated with our forward purchase agreement and pursuant to the guidance in ASC 815-40, determined
the private placement warrants should be classified as derivative liabilities measured at fair value on our balance sheet, with any changes
in fair value to be reported each period in earnings on our statement of operations.
As a result of the recurring fair
value measurement, our financial statements may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring
fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount
of such gains or losses could be material.
We may amend the terms of the
warrants in a way that may be adverse to holders with the approval by the holders of at least 65% of the then outstanding public warrants.
Our warrants
will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent,
and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose
of (i) curing any ambiguity or to correct any mistake, including to conform the provisions of the warrant agreement to the description
of the terms of the warrants and the warrant agreement, or defective provision or (ii) adding or changing any provisions with respect
to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and
that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the
holders of at least 65% of the then-outstanding public warrants is required to make any change that adversely affects the interests of
the registered holders. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least
65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants
with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments
to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of ordinary shares
purchasable upon exercise of a warrant.
We may issue additional
ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion
of our initial business combination. Any such issuances could substantially dilute the interest of our shareholders and likely present
other risks.
Our amended
and restated memorandum and articles of association authorizes the issuance of an unlimited number of ordinary shares, no par value, and
an unlimited number of preferred shares, no par value. We may issue a substantial number of additional ordinary shares, and may issue
preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business
combination. We may also issue ordinary shares in connection with our redeeming the warrants at a ratio greater than one-to-one at the
time of our initial business combination as a result of the anti-dilution provisions as set forth elsewhere in this Annual Report. However
our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business combination,
we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii)
vote on any initial business combination. The issuance of additional ordinary shares or preferred shares:
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may significantly dilute the equity interest of our investors;
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may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights
senior to those afforded our ordinary shares;
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could cause a change of control if a substantial number of 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 adversely affect prevailing market prices for our units, 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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We may issue notes or other debt securities,
or otherwise incur substantial debt, to complete our initial business combination, which may adversely affect our leverage and financial
condition and thus negatively impact the value of our shareholders’ investment in us.
We may choose to incur substantial
debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless we have obtained from
the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance
of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could
have a variety of negative effects, including:
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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 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 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;
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limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
debt service requirements, and execution of our strategy and other purposes; and
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other
disadvantages compared to our competitors who have less debt.
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We may redeem your
unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem
the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant,
provided that the closing price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share
dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day
period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are
met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify
the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above
even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise
your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants
at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which,
at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.
None of the private placement warrants will be redeemable by us, except as described elsewhere in this Annual Report, so long as they
are held by our sponsor or its permitted transferees.
In addition, we have the ability
to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10
per warrant upon a minimum of 30 days’ prior written notice of redemption provided that the closing price of our ordinary
shares equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper
notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise
their warrants prior to redemption for a number of ordinary shares determined based on the redemption date and the fair market value
of our ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received
if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders
for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 ordinary shares per warrant
(subject to adjustment) irrespective of the remaining life of the warrants. None of the private placement warrants will be redeemable
by us, except as set forth elsewhere in this Annual Report, so long as they are held by our sponsor or its permitted transferees.
Our management’s ability to require
holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer ordinary shares upon their
exercise of the warrants than they would have received had they been able to exercise their warrants for cash.
If we call our public warrants
for redemption after the redemption criteria described elsewhere in this Annual Report have been satisfied, our management will have
the option to require any holder that wishes to exercise its warrant (including any warrants held by our sponsor, officers, directors
or their permitted transferees) to do so on a “cashless basis.” If our management chooses to require holders to exercise
their warrants on a cashless basis, the number of ordinary shares received by a holder upon exercise will be fewer than it would have
been had such holder exercised his warrant for cash. This will have the effect of reducing the potential “upside” of the
holder’s investment in our company.
An investment in our securities may result
in uncertain or adverse U.S. federal income tax consequences.
An investment in our securities
may result in uncertain U.S. federal income tax consequences. For instance, the U.S. federal income tax consequences of a cashless exercise
of warrants is unclear under current law. Finally, it is unclear whether the redemption rights with respect to our ordinary shares suspend
the running of a U.S. holder’s holding period for purposes of determining whether any gain or loss realized by such holder on the
sale or exchange of ordinary shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered
“qualified dividends” for U.S. federal income tax purposes.
Risks Relating to Our Management Team
Past performance by our management team
and their affiliates may not be indicative of future performance of an investment in our company.
Information regarding performance
by our management team and their affiliates is presented for informational purposes only. Past performance by our management team and
their affiliates is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business combination
or (2) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management
team and their affiliates as indicative of our future performance of an investment in the company or the returns the company will, or
is likely to, generate going forward.
We are dependent upon our executive officers
and directors and their departure could adversely affect our ability to operate.
Our operations are dependent
upon a relatively small group of individuals and in particular, Ivan Tavrin, our founder, Chairman and Chief Executive Officer, and our
directors Per Brilioth, Verdi Israelyan and Clifford Tompsett. We believe that our success depends on the continued service of our executive
officers and directors, at least until we have completed our initial business combination. In addition, our executive officers and directors
are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating
their time among various business activities, including amongst management time needed for Kismet Two and Kismet Three, and for identifying
potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance
on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive
officers could have a detrimental effect on us.
Our ability to successfully effect our
initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of
whom may join us following our initial business combination. The loss of our or our target’s key personnel could negatively impact
the operations and profitability of our post-combination business.
Our ability to successfully effect
our initial business combination is dependent upon the efforts of our key personnel, including, in particular, Ivan Tavrin with regard
to our selection of a target company. The role of our key personnel in the target business, however, cannot presently be ascertained.
Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial
business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to
closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these
individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the
SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.
Our key personnel may negotiate employment
or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for
them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest
in determining whether a particular business combination is the most advantageous.
Our key personnel may be able
to remain with the company after the completion of our initial business combination only if they are able to negotiate employment or
consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation
of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities
for services they would render to us after the completion of the business combination. The personal and financial interests of such individuals
may influence their motivation in identifying and selecting a target business, subject to his fiduciary duties under British Virgin Islands
law. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will
not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is
no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination. We
cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as
to whether any of our key personnel will remain with us will be made at the time of our initial business combination.
Our executive officers
and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much
time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business
combination.
Our executive officers and directors
are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their
time between our operations and our search for an initial business combination and their other businesses. We do not intend to have any
full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several
other business endeavors for which he 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. Mr. Tavrin, who serves as our Chairman and Chief Executive Officer,
also serves as Chairman and Chief Executive Officer of both Kismet Two and Kismet Three. In addition, certain of our directors are also
directors of Kismet Two and/or Kismet Three. Our independent directors also serve as officers or board members for other entities. If
our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such
affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative
impact on our ability to complete our initial business combination.
Our executive officers and directors
may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and,
accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity
should be presented.
Following the completion of our
initial public offering and until we consummate our initial business combination, we have engaged and will continue to engage in the
business of identifying and combining with one or more businesses. Our executive officers and directors may in the future become affiliated
with entities that are engaged in business activities similar to those intended to be conducted by us. In addition, our sponsor and certain
of our directors have, and our sponsor, officers and directors may in the future, participate in the formation of, or become an officer
or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers
or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other
blank check company with which they may become involved, subject to our officers’ and directors’ fiduciary duties under British
Virgin Islands law. In particular, an affiliate of our sponsor currently sponsors two other blank check companies, Kismet Two and Kismet
Three and Mr. Tavrin is Chairman and Chief Executive Officer of both Kismet Two and Kismet Three. In addition, certain of our directors
are also directors of Kismet Two and/or Kismet Three. Any such companies, including Kismet Two and Kismet Three, may present additional
conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts with Kismet Two or Kismet
Three would materially affect our ability to complete our initial business combination, because we have priority with respect to acquisition
opportunities until we complete our initial business combination. In addition, our management team has significant experience in identifying
and executing multiple acquisition opportunities simultaneously, and we believe there are multiple potential opportunities within the
industries and geographies of our primary focus.
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 an initial business combination with a target business that is affiliated with our sponsor, our
directors or executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons
from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have
a conflict between their interests and ours.
The personal and financial interests
of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business
combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business
may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are
appropriate and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us
and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. However, we
might not ultimately be successful in any claim we may make against them for such reason.
We may engage in an initial business
combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive
officers, directors or existing holders which may raise potential conflicts of interest.
In light of the involvement of
our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our
sponsor, executive officers and directors. Our executive officers and directors also serve as officers and/or board members for other
entities. In particular, Mr. Tavrin is Chairman and Chief Executive Officer of Kismet Two and Kismet Three. In addition, certain of our
directors are also directors of Kismet Two and/or Kismet Three. Such entities may compete with us for business combination opportunities.
Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a
transaction if we determined that such affiliated entity met our criteria for an initial business combination and such transaction was
approved by a majority of our disinterested directors.
Our directors have a statutory
and fiduciary duty to act in the best interests of our company whether or not a conflict of interest may exist.
Despite our agreement to obtain
an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm, regarding the
fairness to our company from a financial point of view of an initial business combination with one or more domestic or international
businesses affiliated with our sponsor, executive officers or directors, potential conflicts of interest still may exist and, as a result,
the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of
interest.
Since our sponsor will lose its entire
investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular
business combination target is appropriate for our initial business combination.
On June 8, 2020, our sponsor
subscribed for, and we issued to it, an aggregate of 6,250,000 of our ordinary shares for a total subscription price of $25,000, or approximately
$0.004 per share. On July 15, 2020, we effected a share split whereby each of our 6,250,000 then issued ordinary shares was sub-divided
into 1.23 shares, resulting in our sponsor holding an aggregate of 7,687,500 ordinary shares. The founder shares held by our sponsor
included an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ option to purchase additional
units was not exercised in full. The over-allotment option expired unexercised on September 19, 2020. The number of founder shares issued
was determined based on the expectation that such founder shares would represent 20% of the outstanding public shares and founder shares
after our initial public offering plus the number of ordinary shares that were to be sold pursuant to the forward purchase agreement.
The founder shares will be worthless if we do not complete our initial business combination. In addition, our sponsor purchased 6,750,000
private placement warrants, each of which such warrants will be exercisable for one ordinary share at $11.50 per share, that will also
be worthless if we do not complete a business combination. The sponsor has agreed (A) to vote any shares owned by it in favor of any
proposed business combination and (B) not to redeem any shares in connection with a shareholder vote or tender offer to approve or in
connection with a proposed initial business combination. The personal and financial interests of our sponsor may influence its motivation
in identifying and selecting a target business combination, completing an initial business combination and influencing the operation
of the business following the initial business combination. This risk may become more acute as August 10, 2022 nears, which is the deadline
for the completion of our initial business combination.
Risks Relating to the Trust Account
You will not have any rights or interests
in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced
to sell your public shares and/or warrants, potentially at a loss.
Our public shareholders will
be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business combination,
and then only in connection with those ordinary shares that such shareholder properly elected to redeem, subject to the limitations described
elsewhere in this Annual Report, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to
amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow
redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial
business combination by August 10, 2022 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial
business combination activity, and (iii) the redemption of our public shares if we have not completed an initial business combination
by August 10, 2022, subject to applicable law. Public shareholders who redeem their ordinary shares in connection with a shareholder
vote described in clause (ii) in the preceding sentence will not be entitled to funds from the trust account upon the subsequent completion
of an initial business combination or liquidation if we have not completed an initial business combination by August 10, 2022, with respect
to such ordinary shares so redeemed. In no other circumstances will a public shareholder have any right or interest of any kind in the
trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly,
to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
If third parties bring claims against us, the proceeds held
in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.
Our placing of funds in the trust
account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers,
prospective target businesses and other entities with which we do business, except our independent registered public accounting firm,
execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for
the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may
not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary
responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain
advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute
an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives
available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such
third party’s engagement would be significantly more beneficial to us than any alternative.
Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute
a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that
such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we
are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in
connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived
that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public
shareholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors. In order to
protect the amounts held in the trust account, our sponsor has agreed it will be liable to us if and to the extent any claims by a third
party for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction
agreement, reduce the amount of funds in the trust account. This liability will not apply with respect to any claims by a third party
who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the
underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in
the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the
extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy
its indemnity obligations and we have not asked our sponsor to reserve for such indemnification obligations. Therefore, we cannot assure
you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust
account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share.
In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in
connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties
including, without limitation, claims by vendors and prospective target businesses.
The securities in which we invest the
funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such
that the per-share redemption amount received by public shareholders may be less than $10.00 per share.
The proceeds held in the trust
account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations.
While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative
interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market
Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States.
In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum
and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account,
plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination,
$100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption
amount received by public shareholders may be less than $10.00 per share.
Our directors may decide not to enforce
the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution
to our public shareholders.
In the event that the proceeds
in the trust account are reduced and our sponsor asserts that it is unable to satisfy its obligations or that it has no such indemnification
obligations related to a particular claim, our disinterested directors would determine whether to take legal action against our sponsor
to enforce its indemnification obligations. While we currently expect that our disinterested directors would take legal action on our
behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our disinterested directors in exercising
their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by such directors to be too
high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our disinterested
directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution
to our public shareholders may be reduced below $10.00 per share.
General Risks
We have identified a material weakness
in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our
results of operations and financial condition accurately and in a timely manner.
Our management is responsible
for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our
management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes
and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As described elsewhere in this Annual Report, we identified a material
weakness in our internal control over financial reporting related to the accounting for a significant transaction related to the warrants
we issued in our private placement in August 2020. As a result of this material weakness, our management concluded that our disclosure
controls and procedures were not effective as of December 31, 2020. This material weakness resulted in a material misstatement of
our warrant liabilities, change in fair value of warrant liabilities, additional paid-in capital, accumulated deficit and related financial
disclosures for the Affected Periods.
Any failure to maintain effective
internal control over financial reporting or disclosure controls and procedures could adversely impact our ability to report our financial
position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not
have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject
to sanctions or investigations by the stock exchange on which our ordinary shares are listed, the SEC or other regulatory authorities.
In either case, there could result a material adverse effect on our business. Failure to timely file will cause us to be ineligible to
utilize short form registration statements on Form S-3 or Form S-4, which may impair our ability to obtain capital in a timely fashion
to execute our business strategies or issue shares to effect an acquisition. Ineffective internal controls could also cause investors
to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.
We have commenced our remediation
efforts as discussed in Part II. Item 9A: Controls and Procedures included in this Annual Report to address the material weakness in
internal control over financial reporting and ineffective disclosure controls and procedures. We can give no assurance that the measures
we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses
or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control
over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and
procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate
the fair presentation of our financial statements.
We, and following our initial
business combination, the post-business combination company, may face litigation and other risks as a result of the material weakness
in our internal control over financial reporting.
We identified a material weakness in our internal controls over financial
reporting. As a result of such material weakness, the restatement described in Item 7, Management’s Discussion and Analysis of Financial
Condition and Results of Operations, the change in accounting for our private placement warrants, and other matters raised or that may
in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking
the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our
internal control over financial reporting and the preparation of our financial statements. As of the date of this Amendment No. 1, we
have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise
in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results
of operations and financial condition or our ability to complete a business combination.
We are an emerging growth company within
the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging
growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance
with other public companies.
We are an “emerging growth
company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but
not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth
company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our
ordinary shares held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would
no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities
less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance
on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading
market for our securities and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-
emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition
period which means that when a standard is issued or revised and it has different application dates for public or private companies,
we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging
growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences
in accounting standards used.