Introduction
We are an early-stage
blank check company incorporated in November 2020 as a Cayman Islands exempted company incorporated for the purpose of effecting
an initial business combination. To date, our efforts have been limited to organizational activities as well as activities related
to our initial public offering. Since our initial public offering, we have focused our search for an initial business combination
on businesses that may provide significant opportunities for attractive investor returns.
While we may pursue
an initial business combination opportunity in any industry or geographical location, since our initial public offering, we have
capitalized on our management team’s background and experience to identify promising opportunities in the medical technology
sector.
In addition, we believe our
ability to complete our initial business combination will be enhanced by having two investment funds affiliated with our sponsor that
have agreed to purchase an aggregate of up to $16,000,000 of Forward Purchase Units, which purchase will take place in a private placement
in such amounts as the Forward Purchasers determine, substantially concurrently with the closing of our initial business combination.
Initial Public Offering
On February 18,
2021, we consummated our initial public offering of 9,200,000 units. Each unit consists of (i) one Class A ordinary share
of the Company, par value $0.0001 per share (the “Class A ordinary shares”), (ii) one-ninth of one redeemable
warrant of the Company (the “warrants”), with each whole warrant entitling the holder thereof to purchase one Class A
Ordinary Share for $11.50 per share and (iii) the contingent right to receive, in certain circumstances as described in the
Registration Statement and pursuant to a contingent rights agreement, at least two-ninths of one redeemable warrant. The contingent
rights will remain attached to the Class A ordinary shares, will not be separately transferable, assignable or salable, and
will not be evidenced by any certificate or instrument. The units were sold at a price of $10.00 per unit, generating gross proceeds
to the Company of $92,000,000.
Simultaneously with
the closing of the initial public offering, we completed the private sale of an aggregate of 5,022,222 warrants to our sponsor
and Maxim Partners LLC (“Maxim”) (3,642,222 private placement warrants to our sponsor and 1,380,000 to Maxim) at a
purchase price of $0.90 per private placement warrant, generating gross proceeds of $4,520,000.
A total of $92,000,000, comprised
of approximately $89,770,005 of the proceeds from the initial public offering and approximately $2,229,995 of the proceeds of the sale
of the private placement warrants was placed in the trust account maintained by Continental, acting as trustee.
It is the job of our
sponsor and management team to complete our initial business combination. Our management team is led by Jacob Gottlieb, our Executive
Chairman, and Michael Castor, our Chief Executive Officer and a Director, who have many years of experience in in healthcare investment
and transactional execution. We must complete our initial business combination by February 18, 2023, 24 months from the closing
of our initial public offering. If our initial business combination is not consummated by February 18, 2023, then our existence
will terminate, and we will distribute all amounts in the trust account.
Our Sponsor and Competitive Advantages
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Combined Expertise and Resources of Two Healthcare-Focused Institutional Investors. Unlike
most other healthcare-focused blank check companies, our sponsor is an affiliate of two healthcare-focused investment firms rather
than just one. Specifically, our sponsor is an affiliate of Altium Capital Management, LP, an alternative asset manager focused
on the healthcare industry, and Sio Capital Management, LLC, a global equity market neutral healthcare hedge fund. Altium and Sio
manage in the aggregate over $1.0 billion in gross investment assets. We believe this enables us to leverage the significant healthcare
investment acumen and experience of two distinct investment firms. Altium’s team is comprised of 17 individuals, a majority
of whom have medical or advanced scientific training or education and/or investment management, analysis or banking experience,
all of which enable a deeply differentiated approach to research, idea generation, and deal execution. Sio’s team is comprised
of 13 individuals, seven of whom are dedicated to analyzing healthcare securities. Sio’s research personnel collectively
have over 50 years of experience investing in healthcare companies. Across the team, Sio’s personnel have training in
medicine, pharmacology, chemistry and research, as well as in business, finance and investing. The team has had healthcare as its
exclusive area of focus, looking across all geographies, sectors and market caps, including both public and private companies,
to remain informed about industry trends, company dynamics and operating environments.
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Focus on Medical Technology. Although we may pursue a business combination
in any industry, since our initial public offering, we have focused our efforts on targets within the medical technology subsector
of the healthcare industry. We believe many of the other healthcare blank check companies currently in the market are focused on
potential business combinations in the biotechnology or life sciences subsectors rather than medical technology.
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Deep Experience in Evaluating the Business, Scientific, Clinical, Regulatory and Financial Merits
of Potential Targets. We believe that our management team, coupled with our team of strategic advisors, enables
us to conduct first-class, comprehensive financial analyses of potential targets for our initial business combination. Altium and
Sio were founded, and are currently led, by Dr. Jacob Gottlieb and Dr. Michael Castor, respectively, both of whom are
medical doctors by training who have built their respective teams on the foundation of implementing rigorous scientific, business
and financial due diligence in making investment decisions. Our team of strategic advisors also include Dr. Joseph Gulfo,
the former Chairman and CEO of a Nasdaq-listed medical technology company, who is a medical doctor by background and who successfully
obtained FDA pre-market approval of a medical device used by dermatologists as well as Victor Gezunterman, a dedicated investment
specialist with over 16 years of experience investing in, researching and analyzing companies in the medical technology sector.
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Extensive Relationships. Within the health care industry, Altium and Sio
as well as members of our board of directors have broad relationships with clinicians, scientists, researchers, entrepreneurs,
private owners, venture capital and private equity investors, bankers and other key players in the healthcare industry. We believe,
because Altium and Sio are affiliates of our sponsor, we have invaluable access to our sponsor’s and our Board members’
networks in the healthcare industry, which allows us to identify potential targets whose risk/reward profiles are asymmetrically
skewed to the upside. We believe the well-roundedness of our team, strengthened by its strong ties across industry, academia and
banking platforms, enhance our ability to source viable prospective target businesses in the medical technology sector, capitalize
them, and ensure their public-market readiness.
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Significant Healthcare Investment and Transaction Execution Experience. Our
management team and Board, as well as our strategic advisors, include professionals with decades of experience in healthcare investment
and transactional execution. Our executive management team and strategic advisors have a total of over 70 years of healthcare
buy-side investing experience. Our team also includes Eric Cheng, a former senior healthcare investment banker with approximately
23 years of experience who has closed approximately 200 financings and merger and acquisition transactions representing over
$13 billion in aggregate value. Additionally, one of our Board members, Christopher Kaster, has over 16 years of venture
capital experience in the medical technology sector, including establishing and managing the venture capital business of Boston
Scientific Corporation where he invested over $500 million across 45 private medical technology companies.
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Demonstrated Healthcare Operating Experience. Our board of directors and
team of advisors include Mr. Kaster, a highly experienced medical technology venture capital investor who has acted as a board
member or board observer for over 30 companies, Dr. Gulfo, a seasoned healthcare operating executive who has served as President
and/or Chief Executive Officer of two healthcare companies where he was also responsible for obtaining FDA approvals for a medical
device and a therapeutic drug, Dr. Ross Levine, who serves on the Supervisory Board of Qiagen and was a member of the Scientific
Advisory Board of Loxo Oncology which was acquired by Eli Lilly for approximately $8 billion in 2019, and Dr. Ken Berkovitz,
who is Senior Vice President of Ascension and Ministry Market Executive of Ascension Michigan, where he is responsible for 16 hospitals.
We believe the combined experience of our team will position us well to not only successfully execute a business combination within
the prescribed time frame, but also ensure that the post-merger public company will be optimally prepared for the public markets
and the execution of its business plan.
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Industry Opportunity
While we may acquire
a business in any industry, our focus has been on the healthcare industry in the United States and other developed countries, and
particularly on the medical technology sector and medical devices in particular. Globally, spending on healthcare continues to
rise and totaled $7.8 trillion in 2017, according to the World Health Organization. The Center for Medicare and Medicaid Services,
or CMS, reported that total U.S. national health expenditures reached $3.6 trillion in 2018, or $11,172 per person, and accounted
for approximately 17.7% of total U.S. Gross Domestic Product. CMS projects that U.S. national health expenditures will reach $6.2
trillion by 2028. We believe the healthcare industry, particularly the medical technology sector, represents an enormous and growing
target market with a large number of potential target acquisition opportunities. According to Wolters Kluwer, medical device industry
sales are estimated to have been $475 billion in the U.S. alone in 2019 and expected to increase to $595 billion by 2024,
representing a compound annual growth rate of 5.6%. Improvements in wireless technology, further miniaturization of devices and
increased computing power are all contributing to the speed of innovation within the medical technology sector.
The medical technology
sector includes medical devices which range from simple low-tech devices to highly complicated, technology reliant devices such
as programmable pacemakers, highly precise imaging systems, and surgical implants as well as devices with integrated medical software
solutions. We see particular opportunities in technologies that help address the myriad of diseases and disorders associated with
the aging population in the U.S. and globally.
According to data
derived from CapitalIQ, since the beginning of 2015, there have been 29 initial public offerings, or IPOs, on U.S. stock exchanges
of medical technology companies, compared to 284 IPOs of biopharmaceutical companies. We believe the dearth of IPOs in the medical
technology sector compared to the biopharmaceutical sector creates a robust universe of potential private medical technology company
targets for our initial business combination. We believe many of these target companies are motivated to pursue an alternative
path to the public markets given that they have had limited access to the traditional IPO market.
Acquisition Strategy
We believe our management
team is well positioned to identify unique opportunities in our target sectors, particularly in medical technology. We leverage
our extensive relationships with senior executives and Board members of private and public companies, venture capital and growth
equity funds and key opinion leaders, as well as investment banking firms, which we believe should provide us with a key competitive
advantage in sourcing potential business combination targets. Given our profile and dedicated industry approach, target business
candidates are brought to our attention from various unaffiliated sources, including investment market participants, venture capital
and private equity funds and large business enterprises seeking to divest non-core assets or divisions and from particular investors
in other private and public companies in our networks. We also believe that the collective reputation, experience and track record
of Altium and Sio in making investments in the healthcare space make us a preferred partner for these potential targets.
Consistent with our
strategy, we have identified the following general criteria to evaluate prospective target businesses. We may, however, decide
to enter into our initial business combination with a target business that does not meet these criteria. We are seeking to acquire
companies that we believe:
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have a product offering or product pipeline based on highly differentiated, patent-protected or
disruptive technologies;
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have products or technologies with a high probability of clinical success, regulatory approval
and commercial adoption, if not already at the commercial stage;
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have a scientific or other competitive advantage in the markets in which they operate and which
can benefit from access to additional capital as well as our industry relationships and expertise;
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have the support of key opinion leaders in the relevant fields in which the companies compete;
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exhibit attractive long-term growth prospects with sustainable high gross margins;
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exhibit unrecognized value or other characteristics that we believe have been misevaluated by the
market based on our rigorous analysis and scientific and business due diligence review;
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are ready to become a publicly-held company, with strong management, corporate governance and reporting
procedures in place;
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will likely be well received by public investors and are expected to have good access to the public
capital markets; and
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will offer attractive risk-adjusted equity returns for our shareholders.
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These criteria are
not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based,
to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may
deem relevant.
Initial Business Combination
Our initial business
combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of
the net assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable
on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination.
If our board of directors is not able to independently determine the fair market value of the target business or businesses or
we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment
banking firm which is a member of FINRA, or an independent valuation or accounting firm with respect to the satisfaction of such
criteria. We are not required to obtain such an opinion in any other context. Our shareholders may not be provided with a copy
of such opinion nor will they be able to rely on such opinion. While we consider it unlikely that our board will not be able to
make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the
board is less familiar or experienced with the target company’s business, if there is a significant amount of uncertainty
as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations
or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines
that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely
state that the fair market value of the target business meets the 80% of net assets test, unless such opinion includes material
information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies
of such opinion would be distributed to our shareholders.
We will structure
our initial business combination so that the post-business combination company in which our public shareholders own shares will
own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial
business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets
of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons,
but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the
outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to
be required to register as an investment company under the Investment Company Act. Even if the post-business combination company
owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively
own a minority interest in the post-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 shares
in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire
a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders
immediately prior to the completion of our initial business combination could own less than a majority of our issued and outstanding
shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business
or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is
owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more
than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we
will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder
approval, as applicable.
We have entered into a
Forward Purchase Agreement, as amended, with funds affiliated with Altium and Sio, pursuant to which the Forward Purchasers have
agreed to purchase an aggregate of up to $16,000,000 of Forward Purchase Units, which will have a purchase price of $10.00 per unit
and consist of one Class A ordinary share and one-third of one warrant per Forward Purchase Unit. The purchase of the Forward
Purchase Units will take place in a private placement in such amounts as the Forward Purchasers determine, substantially
concurrently with the closing of our initial business combination. The Forward Purchasers have no obligation to purchase the Forward
Purchase Units unless proceeds from sale of the Forward Purchase Units are necessary to enable us to complete our initial business
combination. In that event, the Forward Purchasers’ obligation to purchase the Forward Purchase Units is limited to the
purchase amount necessary to provide us with sufficient funds to consummate our initial business combination and to pay related fees
and expenses, after first applying amounts available to us from the trust account (after giving effect to any redemptions of public
shares) and any other equity financing source obtained by us for such purpose at or prior to the consummation of our initial
business combination, plus any additional amounts mutually agreed by us and the target company to be retained by the post-business
combination company for working capital or other purposes. In the event less than the full amount of the Forward Purchase Units is
purchased, the Forward Purchasers will participate in the forward purchase proportionally. In addition, to the extent that the
Forward Purchasers offer a bridge loan or any other form of financing to a target company in connection with a proposed initial
business combination between us and that target company, the Forward Purchasers’ forward purchase obligation shall be reduced
by the amount of such loan or other financing. The Forward Purchasers’ obligation to purchase the Forward Purchase Units may
not be transferred to any other parties.
The proceeds of any sales
of Forward Purchase Units will not be deposited in the trust account. The Forward Purchase Shares will not have any right to receive Distributable
Medicus Redeemable Warrants.The Forward Purchase Securities have certain registration rights as set forth in the Forward Purchase Agreement. The Forward Purchase Shares, to the extent issued prior to the record date for a shareholder vote on our
initial business combination or any other matter, will have the right to vote on such matter with all other outstanding ordinary shares.
Except as described
above, the terms of the Forward Purchase Shares and Forward Purchase Warrants, respectively, will be identical to the terms of
the Class A ordinary shares and the Redeemable Warrants included in the units issued in our initial public offering.
Other Considerations
Altium and Sio are
continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination.
We are not prohibited
from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Altium, Sio or our
sponsor or any of our officers or directors. In the event we seek to complete our initial business combination with a company that
is affiliated with Altium, Sio, our sponsor or any of our officers or directors, we, or a committee of independent directors, will
obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting
firm that such initial business combination or transaction is fair to our company from a financial point of view. We are not required
to obtain such an opinion in any other context.
Affiliates of Altium
and Sio and members of our board of directors directly and indirectly own founder shares and private placement warrants and, accordingly,
may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating
a particular business combination if the retention or resignation of any such officers or directors were to be included by a target
business as a condition to any agreement with respect to our initial business combination.
Our sponsor and our
officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business
or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses
or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe
that any such potential conflicts would materially affect our ability to complete our initial business combination.
In addition, certain
of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties
to other entities, including without limitation, any future special purpose acquisition companies we expect they may be involved
in, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of Altium and Sio and certain companies
in which Altium, Sio or such entities have invested. As a result, if any of our officers or directors becomes aware of a business
combination opportunity which is suitable for an entity to which such person has then-current fiduciary or contractual obligations
(including, without limitation, any future special purpose acquisition companies we expect they may be involved in, any Altium
or Sio funds or other investment vehicles), then such person will need to honor such fiduciary or contractual obligations to present
such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities
decide to pursue any such opportunity, we may be precluded from pursuing that opportunity. In addition, investment ideas generated
within or presented to Altium, Sio or our sponsor may be suitable for both us and a current or future Altium or Sio fund, portfolio
company or other investment entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio
company or other entity before being directed, if at all, to us. None of Altium, Sio, our sponsor or any members of our board of
directors who are also employed by Altium, Sio or their affiliates have any obligation to present us with any opportunity for a
potential business combination of which they become aware solely in their capacities as officers or executives of Altium or Sio.
However, we do not
expect these duties to materially affect our ability to complete our initial business combination.
In addition, our officers
and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest
in allocating management time among various business activities, including identifying potential business combinations and monitoring
the related due diligence. In particular, in the future we expect certain of our officers and directors may be officers and/or
directors of other future special purpose acquisition companies. Moreover, our officers and directors have, and will have in the
future, time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities
managed by Altium and Sio. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments
funds, accounts, co-investment vehicles and other entities managed by Altium and Sio (including, without limitation, arising as
a result of certain of our officers and directors being required to offer acquisition opportunities to such investment funds, accounts,
co-investment vehicles and other entities), Altium, Sio and their affiliates will resolve such conflicts of interest in their sole
discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such
conflict of interest will be resolved in our favor. Our amended and restated memorandum and articles of association provide that,
to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty,
except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar
business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an
opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer,
on the other hand, and us, on the other.
Status as a Public Company
We believe our structure
makes us an attractive business combination partner to target businesses. As a public company, we offer a target business an alternative
to the traditional initial public offering through a merger or other business combination with us. Following an initial business
combination, we believe the target business would have greater access to capital and additional means of creating management incentives
that are better aligned with shareholders’ interests than it would as a private company. A target business can further benefit
by augmenting its profile among potential new customers and vendors and aid in attracting talented employees. In a business combination
transaction with us, the owners of the target business may, for example, exchange their shares, stock or other equity interests
in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A
ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.
Although there are
various costs and obligations associated with being a public company, we believe target businesses will find this method a more
expeditious and cost-effective method to becoming a public company than the typical initial public offering. The typical initial
public offering process takes a significantly longer period of time than the typical business combination transaction process,
and there are significant expenses and market and other uncertainties in the initial public offering process, including underwriting
discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with an initial
business combination with us.
Furthermore, once
a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial
public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions,
which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business
combination, we believe the target business would then have greater access to capital and an additional means of providing management
incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being
a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and
aid in attracting talented employees.
While we believe that
our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses
may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval
of any proposed initial business combination, negatively.
We are an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are
eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered
public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding
advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some
investors find our securities less attractive as a result, there may be a less active trading market for our securities and the
prices of our securities may be more volatile.
In addition, Section 107
of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in
Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth
anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least
$1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A
ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th and
(2) the date on which we have issued more than $1 billion in non-convertible debt securities during the prior three-year
period.
Additionally, we are
a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies
may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited
financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market
value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, or (2) our
annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares
held by non-affiliates equals or exceeds $700 million as of the prior June 30.
Financial Position
As a result of our
initial public offering and sale of the private placement warrants, we have funds available for a business combination initially
in the amount of $92,000,000 as of March 26, 2021, or $108,000,000 assuming the Forward Purchasers elect to purchase the
1,600,000 Forward Purchase Units in full, in each case before the payment of fees and expenses associated with our initial business
combination. We believe that we offer a target business a variety of options such as creating a liquidity event for its owners,
providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt
ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination
of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration
to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing
and there can be no assurance it will be available to us.
Effecting Our Initial Business Combination
General
We are not presently
engaged in, and we will not engage in, any operations, other than searching for an initial business combination, until we consummate
our initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of our
initial public offering, the private placement of the private placement warrants and the Forward Purchase Units, the proceeds of
the sale of our shares in connection with our initial business combination (pursuant to additional forward purchase agreements
or backstop agreements which we may enter into following the consummation of our initial public offering or otherwise), shares
issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
We may seek to complete our initial business combination with a company or business that may be financially unstable or in its
early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
If our initial business combination
is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration
in connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash released
to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations
of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business
combination, to fund the purchase of other companies or for working capital. In addition to the Forward Purchase Units, we may seek
to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business
combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts
raised in our initial public offering and held in the trust account. In addition, we intend to target businesses with enterprise values
that are greater than what we could acquire with the net proceeds of our initial public offering and the sale of the private placement
warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts
needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial
business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously
with the completion of our initial business combination. In the case of an initial business combination funded with assets other than
the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the
terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There is no limitation on our
ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in
connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter
into following consummation of our initial public offering. At this time, other than the Forward Purchase Agreement,
we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale
of securities or otherwise. None of our sponsor, officers, directors or shareholders is required to provide any financing to us in connection
with or after our initial business combination. Our amended and restated memorandum and articles of association provide that, following
our initial public offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional
securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our
public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated memorandum
and articles of association to (x) extend the time we have to consummate a business combination beyond February 18, 2023 or
(y) amend the foregoing provisions, unless (in connection with any such amendment to our amended and restated memorandum and articles
of association) we offer our public shareholders the opportunity to redeem their public shares.
Sources of Target Businesses
Target business candidates
are brought to our attention from various unaffiliated sources, including investment bankers and investment professionals. Target
businesses are brought to our attention by such unaffiliated sources as a result of being solicited by us by calls or mailings.
These sources introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of
these sources will have read the prospectus of our initial public offering and know what types of businesses we are targeting.
Our officers and directors, as well as our sponsor and its affiliates, may also bring to our attention target business candidates
that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have,
as well as through attending trade shows, conferences or conventions. In addition, we expect to receive a number of proprietary
deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our
officers and directors and our sponsor and their respective industry and business contacts as well as their affiliates. While we
have not and do not anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions
on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee,
consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based on the terms of
the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities
to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction
that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion
of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will
our sponsor or any of our existing officers or directors, or any entity with which our sponsor or officers are affiliated, be paid
any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the
company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion
of our initial business combination (regardless of the type of transaction that it is). Although none of our sponsor, executive
officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees
or consulting fees from a prospective business combination target in connection with a contemplated initial business combination,
we do not have a policy that prohibits our sponsor, executive officers or directors, or any of their respective affiliates, from
negotiating for the reimbursement of out-of-pocket expenses by a target business. Some of our officers and directors may enter
into employment or consulting agreements with the post-transaction company following our initial business combination. The presence
or absence of any such fees or arrangements will not be used as a criterion in our selection process of an initial business combination
candidate.
We are not prohibited
from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Altium, Sio, our
sponsor or any of our officers or directors. In the event we seek to complete our initial business combination with a company that
is affiliated with Altium, Sio, our sponsor or any of our officers or directors, we, or a committee of independent directors, will
obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting
firm that such initial business combination or transaction is fair to our company from a financial point of view. We are not required
to obtain such an opinion in any other context.
Each of our officers
and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities,
including any future special purpose acquisition companies we expect they may be involved in and entities that are affiliates of
our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to
such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable
for an entity to which such person has then-current fiduciary or contractual obligations, such person will honor such person’s
fiduciary or contractual obligations to present such business combination opportunity to such entity.
Evaluation of a Target Business and
Structuring of Our Initial Business Combination
In evaluating a prospective
target business, we conduct a thorough due diligence review which encompasses, among other things, meetings with incumbent management
and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial,
operational, legal and other information which will be made available to us. If we determine to move forward with a particular
target, we will proceed to structure and negotiate the terms of the business combination transaction.
The time required
to identify and evaluate a target business and to structure and complete our initial business combination, and the costs associated
with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately
completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The
company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services
rendered to or in connection with our initial business combination.
Lack of Business Diversification
For an indefinite
period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the
future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple
entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate
the risks of being in a single line of business. By completing our initial business combination with only a single entity, our
lack of diversification may:
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subject us to negative economic, competitive and regulatory developments, any or all of which may
have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and
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cause us to depend on the marketing and sale of a single product or limited number of products
or services.
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Limited Ability to Evaluate the Target’s
Management Team
Although we closely
scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination
with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future
management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role
of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination
as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial
business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following
our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our
initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience
or knowledge relating to the operations of the particular target business.
We cannot assure you
that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination
as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
Following a business
combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot
assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills,
knowledge or experience necessary to enhance the incumbent management.
Shareholders May Not Have the Ability
to Approve Our Initial Business Combination
We may conduct redemptions
without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated
memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock
exchange rule, or we may decide to seek shareholder approval for business or other reasons.
Under Nasdaq’s
listing rules, shareholder approval would be required for our initial business combination if, for example:
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we issue (other than in a public offering for cash) ordinary shares that will either (a) be
equal to or in excess of 20% of the number of ordinary shares then issued and outstanding or (b) have voting power equal to
or in excess of 20% of the voting power then issued and outstanding;
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any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5%
or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business
or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding
ordinary shares or voting power of 5% or more; or
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the issuance or potential issuance of ordinary shares will result in our undergoing a change of
control.
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The Companies Act
and Cayman Islands law do not currently require, and we are not aware of any other applicable law that will require, shareholder
approval of our initial business combination.
The decision as to
whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is
not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include
a variety of factors, including, but not limited to:
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the timing of the transaction, including in the event we determine shareholder approval would require
additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage
in the transaction or result in other additional burdens on the company;
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the expected cost of holding a shareholder vote;
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the risk that the shareholders would fail to approve the proposed business combination;
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other time and budget constraints of the company; and
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additional legal complexities of a proposed business combination that would be time-consuming and
burdensome to present to shareholders.
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Permitted Purchases of Our Securities
If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants
in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination.
Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect
to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions
with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business
combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions
and have not formulated any terms or conditions for any such transactions. In addition, the Forward Purchasers may exercise their right
under the Forward Purchase Agreement to acquire the Forward Purchase Securities substantially concurrently with our
initial business combination. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions.
If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material
non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
In the event that
our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public
shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business
combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to
vote against our initial business combination. We do not currently anticipate that such purchases, if any, would constitute a tender
offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private
rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are
subject to such rules, the purchasers will be required to comply with such rules.
The purpose of any
such transactions could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood
of obtaining shareholder approval of the business combination, (ii) 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 or (iii) reduce the number of public warrants outstanding
or vote such warrants or any matter submitted to the warrant holders for approval in connection with our initial business combination.
Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have
been possible.
In addition, if such
purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the
number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation,
listing or trading of our securities on a national securities exchange.
Our sponsor, officers,
directors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors
or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt
of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of tender
offer or proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors,
advisors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming
shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against
our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business
combination but only if such shares have not already been voted at the general meeting related to our initial business combination.
Our sponsor, executive officers, directors, advisors or their affiliates will select which shareholders to purchase shares from
based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from
purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities
laws.
Our sponsor, officers,
directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or
Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13
and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. We will adopt
an insider trading policy which will require insiders to: (1) refrain from purchasing securities during certain blackout periods
and when they are in possession of any material non-public information; and (2) clear all trades with our legal counsel prior
to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan,
as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on
such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan
is not necessary.
Redemption Rights for Shareholders upon
Completion of Our Initial Business Combination
We will provide our
public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of
our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account as of two business days prior to the consummation of the initial business combination including interest earned on the
funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public
shares, subject to the limitations described herein. As of March 26, 2021, the amount in the trust account was approximately
$10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced
by deferred underwriting commissions we will pay to the underwriters. The redemption rights may include the requirement that a
beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion
of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares,
even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor,
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business
combination.
Issuance of Distributable Medicus Redeemable
Warrants to Holders of Class A Ordinary Shares Not Electing Redemption
An aggregate of 1,777,778
Distributable Medicus Redeemable Warrants will be issued on a pro-rata basis only to holders of record of our Class A ordinary
shares issued in our initial public offering that are outstanding after Initial Business Combination Redemption Time. The Medicus
Distribution Time will be immediately after the Initial Business Combination Redemption Time and immediately prior to the closing
of our initial business combination.
Each such remaining
Class A ordinary share issued in our initial public offering will be issued that number of Distributable Medicus Redeemable
Warrants calculated as the aggregate number of Distributable Medicus Redeemable Warrants (1,777,778 such warrants) divided by the
aggregate number of then-outstanding Class A ordinary shares (after we have redeemed Class A ordinary shares that the
holders thereof have elected to redeem in connection with our initial business combination). The minimum number of Distributable
Medicus Redeemable Warrants that with respect to each Class A ordinary share that is not redeemed is two-ninths of a warrant,
assuming no holders of Class A ordinary shares elect to redeem any of their shares. Public shareholders who elect to redeem
their Class A ordinary shares will not receive any Distributable Medicus Redeemable Warrants in respect of such redeemed Class A
ordinary shares. The contingent right to receive the Distributable Medicus Redeemable Warrants will remain attached to our Class A
ordinary shares, will not be separately transferable, assignable or salable, and will not be evidenced by any form of certificate
or instrument.
Our Distributable
Medicus Redeemable Warrants are otherwise identical to our Outstanding Redeemable Warrants, including with respect to exercise
price, exercisability and exercise period. No fractional Distributable Medicus Redeemable Warrants will be issued, no cash will
be paid in lieu of fractional Distributable Medicus Redeemable Warrants and only whole Distributable Medicus Redeemable Warrants
will trade. The Distributable Medicus Redeemable Warrants will be fungible with our Outstanding Redeemable Warrants and we expect
that they will become tradable on the first trading day following their distribution, under the same stock symbol as the Outstanding
Redeemable Warrants.
No Distributable Medicus
Redeemable Warrants will be issued in respect of the Forward Purchase Shares.
Manner of Conducting Redemptions
We will provide our
public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of
our initial business combination either (i) in connection with a general meeting called to approve the business combination
or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination
or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing
of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law
or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer
rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder
approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our
issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically
require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder
approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender
offer rules of the SEC for business or other reasons.
The requirement that
we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will
be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we
maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special
resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of our
ordinary shares who attend and vote at a general meeting of the company.
If we provide our
public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will:
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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A
of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
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file proxy materials with the SEC.
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In the event that
we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith,
provide our public shareholders with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval,
we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being
the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, who vote at
a general meeting. A quorum for such meeting will consist of the holders present in person or by proxy of shares of the company representing
a majority of the voting power of all the issued and outstanding shares of the company entitled to vote at such meeting. Our initial shareholders,
officers and directors will count towards this quorum. In such case, our sponsor and each member of our management team have agreed to
vote their founder shares and public shares purchased during or after our initial public offering in favor of our initial business combination.
As a result, in addition to our initial shareholders’ founder shares, we would need 3,484,501, or approximately 37.9%, or 580,751,
or approximately 6.3%, of the 9,200,000 public shares sold in our initial public offering to be voted in favor of an initial business
combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares
irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our sponsor and our management
team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their
founder shares and any public shares purchased during or after our initial public offering in connection with (i) the completion
of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and
articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary
shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares
if we do not complete our initial business combination by February 18, 2023 or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares.
If we conduct redemptions
pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:
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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act,
which regulate issuer tender offers; and
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file tender offer documents with the SEC prior to completing our initial business combination which
contain substantially the same financial and other information about the initial business combination and the redemption rights
as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
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Upon the public announcement
of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1
to purchase Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to
comply with Rule 14e-5 under the Exchange Act.
In the event we conduct
redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance
with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination
until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering
more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered
to purchase, we will withdraw the tender offer and not complete the initial business combination.
Limitation on Redemptions
Our amended and restated
memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause
our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of our initial business combination
and after payment of underwriters’ fees and commissions (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. However, the proposed business combination may require: (i) cash consideration to be paid to
the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes
or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination.
In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly
submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination
exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all
Class A ordinary shares submitted for redemption will be returned to the holders thereof.
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 seeking redemption rights with respect to more than an aggregate
of 15% of the shares sold in the initial public offering, which we refer to as the “Excess Shares,” without our prior consent.
We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders
to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management
to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision,
a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise
its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management team at a premium to the then-current
market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold
in our initial public offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably
attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with
a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
However, we will not
be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial
business combination.
Tendering Share Certificates in Connection
with a Tender Offer or Redemption Rights
Public shareholders
seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation
or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically
using DWAC System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to
approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders
of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which
may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a
public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period,
or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute
proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively
short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public
shares.
There is a nominal
cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up
to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether
or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement
of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
The foregoing is different
from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business
combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business
combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating
such holder was seeking to exercise such person’s redemption rights. After the business combination was approved, the company
would contact such shareholder to arrange for such shareholder to deliver such shareholder’s certificate to verify ownership.
As a result, the shareholder then had an “option window” after the completion of the business combination during which
such person could monitor the price of the company’s shares in the market. If the price rose above the redemption price,
such person could sell such person’s shares in the open market before actually delivering such person’s shares to the
company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the
general meeting, would become “option” rights surviving past the completion of the business combination until the redeeming
holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming
shareholder’s election to redeem is irrevocable once the business combination is approved.
Any request to redeem
such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal
to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its
certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect
to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).
It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed
promptly after the completion of our initial business combination.
If our initial business
combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption
rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case,
we will promptly return any certificates delivered by public holders who elected to redeem their shares.
If our initial proposed
business combination is not completed, we may continue to try to complete a business combination with a different target until
February 18, 2023.
Redemption of Public Shares and Liquidation
If No Initial Business Combination
Our amended and restated
memorandum and articles of association provide that we will have until February 18, 2023 to consummate an initial business
combination. If we do not consummate an initial business combination by February 18, 2023, we will: (i) cease all operations
except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter,
redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if
any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares,
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and
(iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless
if we fail to consummate an initial business combination by February 18, 2023.
Our sponsor and each
member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights
to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial
business combination by February 18, 2023 (although they will be entitled to liquidating distributions from the trust account
with respect to any public shares they hold if we fail to complete our initial business combination by February 18, 2023).
Our sponsor, executive
officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended
and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide
holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination by February 18, 2023 or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public
shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding
public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than
$5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’
fees and commissions (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. If
this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the
net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such
time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any
executive officer, director, or any other person.
If we do not consummate our
initial business combination by the deadline set forth in our amended and restated memorandum and articles of incorporation, we expect
that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded
from amounts remaining out of the approximately $1,844,413 of proceeds held outside the trust account as of March 26, 2021, although
we cannot assure you that there will be sufficient funds for such purpose.
If we were to expend
all of the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds
deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption
amount received by shareholders upon our dissolution would be $10.00. The proceeds deposited in the trust account could, however,
become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We
cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.00. While we
intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’
claims.
Although we seek to
have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses
and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind
in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will
execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust
account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well
as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against
our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims
to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only
enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s
engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage
a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or
skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver
or in cases where management is unable to find a service provider willing to execute a waiver. The underwriters will not execute
agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities
will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust
account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce
the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public
share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due
to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations,
provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver
of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters
of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an
executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability
for such third party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we
independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s
only assets are securities of our company. Our sponsor may not be able to satisfy those obligations. None of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
In the event that
the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount
per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public
share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax
obligations, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification
obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor
to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on
our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors
in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that
due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share.
We seek to reduce the possibility
that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers
(excluding our independent registered public accounting firm), prospective target businesses or other entities with which we do business
execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor
will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities,
including liabilities under the Securities Act. We have access to the amounts held outside the trust accounts (approximately $1,844,413
as of March 26, 2021) with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation,
currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that
the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims
made by creditors; however such liability will not be greater than the amount of funds from our trust account received by any such shareholder.
Because the offering expenses are less than our estimate of $1,120,000, the amount of funds we intend to hold outside the trust account
has increased by approximately $284,412 to approximately $1,844,412.
If we file a bankruptcy
or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds
held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject
to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims
deplete the trust account, we cannot assure you we will be able to return $10.00 per public share to our public shareholders. Additionally,
if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is
not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws
as either a “preferential transfer” or a “fraudulent conveyance.”
As a result, a bankruptcy
court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed
as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our
company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.
We cannot assure you that claims will not be brought against us for these reasons.
Our public shareholders
will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we
do not consummate an initial business combination by February 18, 2023, (ii) in connection with a shareholder vote to
amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation
to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination by February 18,
2023 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and
(iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders
who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding
sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination
or liquidation if we have not consummated an initial business combination by February 18, 2023, with respect to such Class A
ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust
account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting
in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable
pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These
provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated
memorandum and articles of association, may be amended with a shareholder vote.
Competition
In identifying, evaluating
and selecting a target business for our initial business combination, we may encounter intense competition from other entities
having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout
funds, venture capital funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities
are well established and have extensive experience identifying and effecting business combinations directly or through affiliates.
Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire
larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage
in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders
who properly exercise their redemption rights may reduce the resources available to us for our initial business combination and
our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.
Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
Employees
We currently have
four executive officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend
to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
The amount of time they devote in any time period varies based on the stage of the business combination process we are in. We
do not intend to have any full time employees prior to the completion of our initial business combination.
Periodic Reporting and Financial Information
We have registered
our units, Class A ordinary shares and Redeemable Warrants under the Exchange Act and have reporting obligations, including
the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange
Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.
We will provide shareholders
with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials,
as applicable, sent to shareholders. These financial statements may be required to be prepared in accordance with, or reconciled
to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance
with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may
acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance
with federal proxy rules and complete our initial business combination by February 18, 2023. We cannot assure you that
any particular target business identified by us as a potential acquisition candidate will have financial statements prepared in
accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements
in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to
acquire the proposed target business. While this may limit the pool of potential acquisition candidates, we do not believe that
this limitation will be material.
We will be required
to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley
Act. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging
growth company would we be required to comply with the independent registered public accounting firm attestation requirement on
internal control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley
Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance
with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
We have filed a Registration
Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a
result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing
a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of
our initial business combination.
Our business is subject to numerous risks and uncertainties,
including those highlighted in the section title “Risk Factors,” that represent challenges that we face in connection with
the successful implementation of our strategy. The occurrence of one or more of the events or circumstances described in the section titled
“Risk Factors,” alone or in combination with other events or circumstances, may adversely affect our ability to effect a business
combination, and may have an adverse effect on our business, cash flows, financial condition and results of operations. Such risks include,
but are not limited to:
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we are a blank check Company with no revenue or basis to evaluate our ability to select a suitable business target;
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we may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed time frame;
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our expectations around the performance of a prospective target business or businesses may not be realized;
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we may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination;
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our officers and directors may have difficulties allocating their time between the Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination;
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we may not be able to obtain additional financing to complete our initial business combination or reduce the number of shareholders requesting redemption;
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we may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time;
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you
may not be given the opportunity to choose the initial business target or to vote on the initial business combination;
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if the sale of some or all of the Forward Purchase Units
fails to close, for any reason, we may lack sufficient funds to consummate our initial business combination;
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trust account funds may not be protected against third party claims or bankruptcy;
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an active market for our public securities’ may not develop and you will have limited liquidity and trading;
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the availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business combination;
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our
financial performance following a business combination with an entity may be negatively affected by their lack an established
record of revenue, cash flows and experienced management;
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we may issue our shares to investors in connection with
our initial business combination at a price that is less than the prevailing market price of our shares at that time; and
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because we intend to seek a business combination with a target business in the healthcare industry, we expect our future operations to be subject to risks associated with this industry.
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RISK FACTORS
An investment in our securities involves a high
degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this
Report, before making a decision to invest in our units. If any of the following events occur, our business, financial condition
and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you
could lose all or part of your investment.
Risks Relating to our Search For, Consummation
of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
Our public shareholders may not be afforded an opportunity to vote
on our proposed initial business combination, which means we may complete our initial business combination even 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 Cayman Islands law or
Nasdaq rules or if we decide to hold a shareholder vote for business or other reasons. Examples of transactions that would not ordinarily
require shareholder approval include asset acquisitions and share purchases, while transactions such as direct mergers with our company
or transactions where we issue more than 20% of our outstanding shares would require shareholder. For instance, Nasdaq rules currently
allow us to engage in a tender offer in lieu of a general meeting but would still require us to obtain shareholder approval if we were
seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination. Therefore,
if we were structuring a business combination that required us to issue more than 20% of our outstanding shares, we would seek shareholder
approval of such business combination. Except as required by law or Nasdaq rules, the decision as to whether we will seek shareholder
approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us,
solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the
transaction would otherwise require us to seek shareholder approval. Accordingly, we may consummate our initial business combination even
if holders of a majority of the issued and outstanding ordinary shares do not approve of the business combination we consummate. Please
see the section entitled “Business — Effecting Our Initial Business Combination — Shareholders
may not have the ability to approve our initial business combination” for additional information.
Your only opportunity to affect the investment decision regarding
a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
At the time of your investment in us, you will not
be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our board of directors may complete
a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the
business combination, unless we seek such shareholder approval. Accordingly, 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.
If we seek shareholder approval of our initial business combination,
our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our
public shareholders vote.
Our sponsor currently owns, on an as-converted basis, 20% of our outstanding
ordinary shares. Our sponsor and members of our management team also may from time to time purchase Class A ordinary shares prior
to the completion of our initial business combination. Our amended and restated memorandum and articles of association provide that,
if we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution
under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled
to vote thereon, who vote at a general meeting. A quorum for such meeting will consist of the holders present in person or by proxy of
shares of the company representing a majority of the voting power of all issued and outstanding shares of the company entitled to vote
at such meeting. As a result, in addition to our initial shareholders’ founder shares, we would need 3,484,501, or approximately
37.9% (assuming all issued and outstanding shares are voted), or 580,751, or approximately 6.3% (assuming only the minimum number of
shares representing a quorum are voted), of the 9,200,000 public shares sold in our initial public offering to be voted in favor of an
initial business combination in order to have our initial business combination approved. Accordingly, if we seek shareholder approval
of our initial business combination, the agreement by our sponsor and our management team to vote in favor of our initial business combination
will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.
The ability of our public shareholders to redeem their shares for
cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter
into a business combination with a target.
We may seek to enter into a business combination
transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount
of cash. If too many public shareholders exercise their redemption rights and we do not obtain sufficient funds from the sale of our Forward
Purchase Units or from third-party financing, we would not be able to meet such closing condition and, as a result, would not be able
to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our
net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of our initial business combination and
after payment of underwriters’ fees and commissions (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 public shares may not allow us to complete the most desirable business combination or optimize our
capital structure.
At the time we enter into an agreement for our initial
business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure
the transaction based on our expectations as to the number of shares that will be submitted for redemption. If a large number of shares
are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account
or arrange for additional third party financing. Raising additional third party financing may involve dilutive equity issuances or the
incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable
business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to
the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share
amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting
commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting
commissions.
In evaluating a prospective target business for our initial business
combination, our management may consider the availability of funds from the sale of units pursuant to the Forward
Purchase Agreement, which may be used as part of the consideration to the sellers in our initial business combination. If the sale of
some or all of the Forward Purchase Units fails to close, for any reason, we may lack sufficient funds to consummate our initial business
combination.
We have entered into a
Forward Purchase Agreement with the Forward Purchasers, as amended, pursuant to which they will purchase up to an aggregate of
1,600,000 Forward Purchase Units, each composed of one Class A ordinary share and one-third of one warrant per Forward Purchase
Unit, at a price of $10.00 per unit, in a private placement that will close substantially concurrently with the closing of our
initial business combination. The funds from the sale of such Forward Purchase Units are expected to be used as part of the
consideration to the sellers in our initial business combination and to pay expenses in connection with our initial business
combination.
The Forward Purchasers have no obligation to purchase
the Forward Purchase Units unless proceeds from sale of the Forward Purchase Units are necessary to enable us to complete our initial
business combination. In that event, the Forward Purchasers’ obligation to purchase the Forward Purchase Units is limited to the
purchase amount necessary to provide us with sufficient funds to consummate our initial business combination and to pay related fees and
expenses, after first applying amounts available to us from the trust account (after paying deferred underwriting commissions and giving
effect to any redemptions of public shares) and any other equity financing source obtained by us for such purpose at or prior to the consummation
of our initial business combination, plus any additional amounts mutually agreed by us and the target company to be retained by the post-business
combination company for working capital or other purposes.
In addition, the Forward Purchasers’ obligation
to purchase the Forward Purchase Units is subject to termination prior to the closing of the sale of such units by mutual written
consent of us and such parties, or automatically if our initial business combination is not consummated by February 18, 2023, unless extended
in accordance with our amended and restated memorandum and articles of association. In addition, the obligations to purchase the Forward
Purchase Units are subject to fulfillment of customary closing conditions, including that our initial business combination must be consummated
substantially concurrently with the purchase of the Forward Purchase Units.
In the event of any such failure to fund by the
Forward Purchasers, if any obligation is so terminated or if any such condition is not satisfied and not waived by such party, 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 the completion of our initial business combination or working capital of the post-combination
business.
The requirement that we consummate an initial business combination
within 24 months after the closing of our initial public offering may give potential target businesses leverage over us in negotiating
a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in
particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on
terms that would produce value for our shareholders.
Any potential target business with which we enter
into negotiations concerning a business combination will be aware that we must consummate an initial business combination by February
18, 2023. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do
not complete our initial business combination within the required time period with that particular target business, we may be unable to
complete our initial business combination with any target business. This risk will increase as we get closer to the time frame described
above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that
we would have rejected upon a more comprehensive investigation.
Our search for a business combination, and any target business with
which we ultimately consummate a business combination, may be materially adversely affected by the ongoing coronavirus (COVID-19) pandemic
and the status of debt and equity markets.
The COVID-19 pandemic has resulted, and a significant
outbreak of other infectious diseases could result, in a widespread health crisis that could adversely affect the economies and financial
markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially
and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continue
to restrict travel, limit the ability to have meetings with potential investors or the 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,
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 and third-party financing
being unavailable on terms acceptable to us or at all.
Subsequent to our completion of our initial business combination,
we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative
effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or
all of your investment.
Even if we conduct due diligence on a target business
with which we combine, this diligence may not surface all material issues with a particular target business. In addition, factors outside
of the target business and outside of our control may later arise. As a result of these factors, we may be forced to later write-down
or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even
if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a
manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact
on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities.
In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming
pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who
choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders
are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the
breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring
a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination
contained an actionable material misstatement or material omission.
We may not be able to consummate an initial business combination
within 24 months after the closing of our initial public offering, in which case we would cease all operations except for the purpose
of winding up and we would redeem our public shares and liquidate.
We may not be able to find a suitable target business
and consummate an initial business combination by February 18, 2023. Our ability to complete our initial business combination may be negatively
impacted by the significant competition for business combination opportunities, 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 COVID-19 pandemic may negatively impact businesses we may seek
to acquire. If we have not consummated an initial business combination within the prescribed time frame, we will: (i) cease all operations
except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000
of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands
law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may receive
only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless.
See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share
redemption amount received by shareholders may be less than $10.00 (as of March 31, 2021) per public share” and other risk factors
herein.
If we do not consummate an initial business combination within 24 months
from the closing of our initial public offering, our public shareholders may be forced to wait beyond such 24 months before redemption
from our trust account.
If we do not consummate an initial business combination
by February 18, 2023, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account
and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will
be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust
account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary
winding up. If we are required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our public
shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions
of the Companies Law. In that case, investors may be forced to wait beyond February 18, 2023 before the redemption proceeds of our trust
account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We
have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate
our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, and only
then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will
public shareholders be entitled to distributions if we do not complete our initial business combination and do not amend certain provisions
of our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association provide
that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures
with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter,
subject to applicable Cayman Islands law.
If we seek shareholder approval of our initial business combination,
our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which would
reduce the public “float” of our Class A ordinary shares or public warrants, and may influence a vote on a proposed business
combination.
If we seek shareholder approval of our initial business
combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated
transactions or in the open market either prior to or following the completion of our initial business combination, although they are
under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not
formulated any terms or conditions for any such transactions.
In the event that our sponsor, directors,
executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who
have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior
elections to redeem their shares. The purpose of any such transaction could be to (1) vote in favor of the business combination
and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of
public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with
our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a
minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such
requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business
combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of
our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be
reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national
securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the
extent such purchasers are subject to such reporting requirements. We will adopt an insider trading policy which will require
insiders to: (1) refrain from purchasing securities during certain blackout periods and when they are in possession of any
material non-public information; and (2) clear all trades with our legal counsel prior to execution. We cannot currently
determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several
factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may
either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. See
“Business — Permitted Purchases of Our Securities” for a description of how our sponsor, directors,
executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private
transaction.
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to
hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our
Class A ordinary shares.
If we seek shareholder approval of our initial business
combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such
shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13
of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold
in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent. However, we will not
be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination
and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you
will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a
result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, you would be required to
sell your shares in open market transactions, potentially at a loss.
Because of 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, our public shareholders may receive only approximately $10.00 (as of March 31, 2021) per share on our
redemption of our Class A ordinary shares issued in our initial public offering, or less than such amount in certain circumstances,
and our Outstanding Redeemable Warrants will expire worthless, and no Distributable Medicus Redeemable Warrants will have been issued.
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.
Furthermore, because we are obligated to pay cash
for the Class A ordinary shares which our public shareholders redeem in connection with our initial business combination, target
companies will be aware that this may reduce the resources available to us for our initial business combination. This may place us at
a competitive disadvantage in successfully negotiating our initial business combination. If we are unable to complete our initial business
combination, our public shareholders may receive only approximately $10.00 (as of March 31, 2021) per share, or less in certain circumstances,
on the liquidation of our trust account, and our Outstanding Redeemable Warrants will expire worthless, and no Distributable Medicus Redeemable
Warrants will have been issued. In certain circumstances, our public shareholders may receive less than $10.00 (as of March 31, 2021)
per share upon our liquidation. 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 (as of March 31, 2021) per public share”
and other risk factors below.
As the number of special purpose acquisition companies evaluating
targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase
the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business
combination.
In recent years, the number of special purpose
acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies
have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets
for their initial business combination, as well as many such companies currently in registration. As a result, at times, fewer attractive
targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate
an initial business combination.
In addition, because there are more special purpose
acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets
with attractive fundamentals or business models may increase, which could cause targets 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 and consummate an initial business combination, and
may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.
If the net proceeds of our initial public offering and the sale
of the private placement warrants not being held in the trust account are insufficient to allow us to operate until February 18, 2023,
we may be unable to complete our initial business combination, in which case our public shareholders may only receive $10.00 (as of March
31, 2021) per share, or less than such amount in certain circumstances, and our Outstanding Redeemable Warrants will expire worthless,
and no Distributable Medicus Redeemable Warrants will have been issued.
The funds available to us outside of the trust
account may not be sufficient to allow us to operate until February 18, 2023, assuming that our initial business combination is not
completed during that time. We believe that, upon the closing of our initial public offering, the funds available to us outside of
the trust account will be sufficient to allow us to operate for at least until February 18, 2023; however, we cannot assure you that
our estimate is accurate. Of the funds available to us, we could 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 or merger agreements designed to keep target businesses
from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with
respect to a particular proposed initial business combination, although we do not have any current intention to do so. If we entered
into a letter of intent or merger agreement 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, our public shareholders may receive only approximately $10.00 (as of March 31, 2021) per share, or less in
certain circumstances, on the liquidation of our trust account, our Outstanding Redeemable Warrants will expire worthless, and no
Distributable Medicus Redeemable Warrants will have been issued. In certain circumstances, our public shareholders may receive less
than $10.00 (as of March 31, 2021) per share upon our liquidation. 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 (as of March 31, 2021) per public share” and other risk factors below.
If, before distributing the proceeds in the trust account to our
public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against
us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share
amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the trust
account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is
filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency
law, and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims
of our shareholders. To the extent any bankruptcy or insolvency claims deplete the trust account, the per-share amount that would otherwise
be received by our shareholders in connection with our liquidation may be reduced.
We may not hold an annual general meeting until after the consummation
of our initial business combination.
In accordance with Nasdaq corporate governance requirements,
we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our listing
on Nasdaq. As an exempted company, there is no requirement under the Companies Law for us to hold annual or extraordinary general meetings
to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors
and to discuss company affairs with management.
Holders of Class A ordinary shares will not be entitled to
vote on any appointment of directors we hold prior to the completion of our initial business combination.
Prior to the completion of our initial business
combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares
will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business
combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, you
may not have any say in the management of our company prior to the consummation of an initial business combination.
Our initial shareholders control a substantial interest in us and
thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
Our initial shareholders currently own, on an as-converted
basis, 20% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder
vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association.
If our initial shareholders purchase any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions,
this would increase their control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention
to purchase additional securities, except for the Forward Purchase Units. Factors that would be considered in making such additional purchases
would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors were
appointed by our sponsor. We may not hold an annual general meeting to appoint new directors prior to the completion of our initial business
combination, in which case all of the current directors will continue in office until at least the completion of the business combination.
Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination.
The grant of registration rights to our initial shareholders may
make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market
price of our Class A ordinary shares.
Pursuant to the registration rights agreement entered
into concurrently with the issuance and sale of the securities in our initial public offering, our initial shareholders and their permitted
transferees can demand that we register their founder shares, after those shares convert to our Class A ordinary shares at the time
of our initial business combination. In addition, holders of our private placement warrants (and underlying securities) and their permitted
transferees can demand that we register the private placement warrants and Class A ordinary shares issuable upon exercise of the
private placement warrants, and holders of placement warrants that may be issued upon conversion of working capital loans, may demand
that we register such warrants or the Class A ordinary shares issuable upon exercise of such warrants. In addition, the Forward Purchasers
may also demand we register the Forward Purchase Securities. We will bear the cost of registering these securities. The registration and
availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price
of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more
costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the
combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares
that is expected when the ordinary shares owned by our sponsor, holders of our private placement warrants or holders of our working capital
loans or their respective permitted transferees are registered.
Because we are neither limited to evaluating a target business in
a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination,
you will be unable to ascertain the merits or risks of any particular target business’s operations.
We may pursue business combination opportunities
in any sector, except that we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate
our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not
yet selected any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or
risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.
To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with
which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales
or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage
entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not properly
ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some
of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely
impact a target business. An investment in our units may not ultimately prove to be more favorable to investors than a direct investment,
if such opportunity were available, in a business combination target. Accordingly, any holders who choose to retain their securities following
our initial business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy
for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors
of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws
that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material
misstatement or material omission.
Because we intend to seek a business combination with a target business
in the healthcare industry, we expect our future operations to be subject to risks associated with this industry.
Because we intend to seek a business combination
with a target business in the healthcare industry, in particular the medical technology sector, we expect our future operations to be
subject to risks associated with this industry.
Healthcare related companies are generally subject
to greater governmental regulation than most other industries at the U.S. state and federal levels, and internationally. In recent years,
both local and national governmental budgets have come under pressure to reduce spending and control healthcare costs, which could both
adversely affect regulatory processes and public funding available for healthcare products, services and facilities. In March 2010,
comprehensive healthcare reform legislation was enacted in the United States. These laws are intended to increase health insurance coverage
through individual and employer mandates, subsidies offered to lower income individuals, tax credits available to smaller employers and
broadening of Medicaid eligibility.
While one intent of healthcare reform is to
expand health insurance coverage to more individuals, it may also involve additional regulatory mandates and other measures designed
to constrain medical costs, including coverage and reimbursement for healthcare services. Healthcare reform has had a significant
impact on the healthcare sector in the United States and consequently has the ability to affect companies within the healthcare
industry. The ultimate effects of federal healthcare reform or any future legislation or regulation, or healthcare initiatives, if
any, on the healthcare sector, whether implemented at the federal or state level or internationally, cannot be predicted with
certainty and such reform, legislation, regulation or initiatives may adversely affect the performance of a potential business
combination.
Changes in governmental policies may have a material
effect on the demand for or costs of certain products and services. A healthcare related company must receive government approval before
introducing new drugs and medical devices or procedures. This process may delay the introduction of these products and services to the
marketplace, resulting in increased development costs, delayed cost recovery and loss of competitive advantage to the extent that rival
companies have developed competing products or procedures, adversely affecting the company’s revenues and profitability. Failure
to obtain governmental approval of a key drug or device or other regulatory action could have a material adverse effect on the business
of a target company. Additionally, expansion of facilities by healthcare related providers is subject to “determinations of need”
by the appropriate government authorities. This process not only increases the time and cost involved in these expansions, but also makes
expansion plans uncertain, limiting the revenue and profitability growth potential of healthcare related facilities operators.
Certain healthcare related companies depend on the
exclusive rights or patents for the products they develop and distribute. Patents have a limited duration and, upon expiration, other
companies may market substantially similar “generic” products that are typically sold at a lower price than the patented product,
causing the original developer of the product to lose market share and/or reduce the price charged for the product, resulting in lower
profits for the original developer. As a result, the expiration of patents may adversely affect the profitability of these companies.
The profitability of healthcare related companies may also be affected, among other factors, by restrictions on government reimbursement
for medical expenses, rising or falling costs of medical products and services, pricing pressure, an increased emphasis on outpatient
services, a limited product offering, industry innovation, changes in technologies and other market developments. Finally, because the
products and services of healthcare related companies affect the health and well-being of many individuals, these companies are especially
susceptible to product liability lawsuits.
The healthcare industry spends heavily on research
and development. Research findings (e.g., regarding side effects or comparative benefits of one or more particular treatments, services
or products) and technological innovation (together with patent expirations) may make any particular treatment, service or product less
attractive if previously unknown or underappreciated risks are revealed, or if a more effective, less costly or less risky solution is
or becomes available. Any such development could have a material adverse effect on the companies that are target businesses for investment.
We may seek acquisition opportunities in industries or sectors which
may or may not be outside of our management’s area of expertise.
We will consider a business combination
outside of our management’s area of expertise if a business combination target 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 target, we may not adequately ascertain or assess all of the significant risk
factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors
in our initial public offering than a direct investment, if an opportunity were available, in a business combination target. 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 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 holders who
choose to retain their securities following our initial business combination could suffer a reduction in the value of their
securities.
Such holders are unlikely to have a remedy for such
reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of
a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that
the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material
misstatement or material omission.
Although we have identified general criteria that we believe are
important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not
meet such criteria, 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.
Although we have identified general criteria for
evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination
will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some
or all of these criteria, such combination may not be as successful as a combination with a business that does meet all of our general
criteria. In addition, if we announce a prospective business combination with a target that does not meet our general criteria, a greater
number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target
business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction
is required by applicable law or stock exchange rule, or we decide to obtain shareholder approval for business or other reasons, it may
be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general
criteria. If we do not complete our initial business combination within the required time period, our public shareholders may receive
only approximately $10.00 (as of March 31, 2021) per public share, or less in certain circumstances, on the liquidation of our trust
account and our Outstanding Redeemable Warrants will expire worthless and no Distributable Medicus Redeemable Warrants will have been
issued.
We are not required to obtain an opinion from an independent accounting
or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the
business is fair to our shareholders from a financial point of view.
Unless we complete our initial business combination
with an affiliated entity, we are not required to obtain an opinion from an independent accounting firm or independent investment banking
firm which is a member of FINRA that the price we are paying is fair to our shareholders from a financial point of view. If no opinion
is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on
standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer
materials, as applicable, related to our initial business combination.
We may reincorporate in another jurisdiction in connection with
our initial business combination and such reincorporation may result in taxes imposed on shareholders.
We may, in connection with our initial business
combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the target
company or business is located or in another jurisdiction. The transaction may require a shareholder or warrantholder to recognize taxable
income in the jurisdiction in which the shareholder or warrantholder is a tax resident or in which its members are resident if it is a
tax transparent entity. We do not intend to make any cash distributions to shareholders or warrantholders to pay such taxes. Shareholders
or warrantholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.
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.
Our ability to successfully effect our initial business combination
and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our
initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination
business.
Our ability to successfully effect our initial business
combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot
presently be ascertained. Although some of our key personnel may remain with the target business in senior management 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.
We may have limited information or ability to assess the company
or management of a prospective target business and, as a result, may effect our initial business combination with a target business that
is not as profitable as we suspected, if at all, or whose management may not have the skills, qualifications or abilities to manage a
public company.
In pursuing our acquisition strategy, we may seek
to effectuate our initial business combination with a privately held company. Very little public information generally exists about private
companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of
limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
When evaluating the desirability of effecting our
initial business combination with a prospective target business, our ability to assess the target business’s management may be limited
due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore,
may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s
management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability
of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities following
our initial business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy
for such reduction in value.
The officers and directors of an acquisition candidate may resign
upon completion of our initial business combination. The loss of a business combination 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 issue notes or other debt, or otherwise incur substantial
debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the
value of our shareholders’ investment in us.
Although we have no commitments as of the date of
this Report to issue any notes or other debt, or to otherwise incur debt following our initial public offering, we may choose to incur
substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness
unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust
account. As such, no issuance of debt will affect the per share amount available for redemption from the trust account. Nevertheless,
the incurrence of debt could have a variety of negative effects, including:
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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our
debt obligations;
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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach
certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing
while the debt is outstanding;
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our inability to pay dividends on our Class A ordinary shares;
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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for
dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government
regulation; and
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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements,
execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
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We may only be able to complete one business combination with the
proceeds of our initial public offering, the sale of the private placement warrants and the sale of the Forward Purchase Units, which
will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification
may negatively impact our operations and profitability.
The net proceeds from our initial public offering
and the sale of the private placement warrants provide us with approximately $92,002,658 (as of March 25, 2021), plus up to an additional
$16,000,000 from the sales of Forward Purchase Units, that we may use to complete our initial business combination (which include up to
$2,300,000 of deferred underwriting commissions). The amount available to us may be less in the event of redemptions.
We may effectuate our initial business combination
with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able
to effectuate our initial business combination with more than one target business because of various factors, including the existence
of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present
operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing
our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive
and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks
or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries
or different areas of a single industry. Accordingly, the prospects for our success may be:
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solely dependent upon the performance of a single business, property or asset; or
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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 (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 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 do not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an
amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of our initial
business combination and after payment of underwriters’ fees and commissions (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. As a result, we may be able to complete our initial business combination even though a substantial
majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval
of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the
tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors
or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares
that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business
combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all
Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate
business combination.
In order to effectuate an initial business combination, blank check
companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant
agreements. We may seek to amend our amended and restated memorandum and articles of association or other governing instruments in a manner
that will make it easier for us to complete our initial business combination that our shareholders may not support.
In order to effectuate a
business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing
instruments, including their warrant agreements. For example, blank check companies have amended the definition of business
combination, increased redemption thresholds, extended the time to consummate a business combination and, with respect to their
warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our
amended and restated memorandum and articles of association require at least a special resolution of our shareholders as a matter of
Cayman Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general
meeting of the company, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants
and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement
with respect to the private placement warrants, 50% of the number of the then outstanding private placement warrants. In addition,
our amended and restated memorandum and articles of association require us to provide our public shareholders with the opportunity
to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association
(A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the
right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we
do not complete our initial business combination by February 18, 2023 or (B) with respect to any other provision relating to
the rights of holders of our Class A ordinary shares. To the extent any of such amendments would be deemed to fundamentally
change the nature of any of the securities offered in our initial public offering, we would register, or seek an exemption from
registration for, the affected securities.
The provisions of our amended and restated memorandum and articles
of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release
of funds from our trust account), including an amendment to permit us to withdraw funds from the trust account such that the per share
amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated, may be amended with the approval
of a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds
of our ordinary shares who attend and vote at a general meeting of the company. It may be easier for us, therefore, to amend our amended
and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial business combination
that some of our shareholders may not support.
Our amended and restated memorandum and articles
of association provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds
of our initial public offering and the sale of the private placement warrants into the trust account and not release such amounts except
in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by
special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company,
and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by
a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of
our ordinary shares who attend and vote at a general meeting of the Company; provided that the provisions of our amended and restated
memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may
only be amended by a special resolution passed by holders representing at least two-thirds of our outstanding Class B ordinary shares.
Our initial shareholders, and their permitted transferees, if any, who collectively beneficially own, on an as-converted basis, 20% of
our ordinary shares, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust
agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended
and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank
check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may
pursue remedies against us for any breach of our amended and restated memorandum and articles of association.
Our sponsor, executive officers and directors have
agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares
the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if
we do not complete our initial business combination by February 18, 2023 or (B) with respect to any other provision relating to the
rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their
Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to
us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders are not parties to,
or third-party beneficiaries of, this agreement and, as a result, will not have the ability to pursue remedies against our sponsor, executive
officers and directors for any breach of this agreement. As a result, in the event of a breach, our shareholders would need to pursue
a shareholder derivative action, subject to applicable law.
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 our proposed business combination include historical and/or pro forma financial statement disclosure. We
will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under
the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting
principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the
International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required
to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial
statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide
such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination
by February 18, 2023.
If we pursue a target company with operations or opportunities outside
of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to
and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety
of additional risks that may negatively impact our operations.
If we pursue a target company with operations or
opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border
business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting
due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes
in the purchase price based on fluctuations in foreign exchange rates.
If we effect our initial business combination with
such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting,
including any of the following:
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costs and difficulties inherent in managing cross-border business operations;
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rules and regulations regarding currency redemption;
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complex 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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exchange listing and/or 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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local or regional economic policies and market conditions;
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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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challenges in collecting accounts receivable;
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cultural and language differences;
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employment regulations;
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underdeveloped or unpredictable legal or regulatory systems;
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protection of intellectual property;
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social unrest, crime, strikes, riots and civil disturbances;
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regime changes and political upheaval;
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terrorist attacks, natural disasters 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 were unable to do so, we may be unable to complete such initial business combination, or, if we complete such combination,
our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.
After our initial business combination, substantially all of our
assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country. Accordingly,
our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions and
government policies, developments and conditions in the country in which we operate.
The economic, political and social conditions, as
well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven,
both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such
country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain
industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive
target business with which to consummate our initial business combination and if we effect our initial business combination, the ability
of that target business to become profitable.
Exchange rate fluctuations and currency policies may cause a target
business’ ability to succeed in the international markets to be diminished.
In the event we acquire a non-U.S. target, all revenues
and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could
be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and
are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against
our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination,
our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation
of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely
that we are able to consummate such transaction.
We may reincorporate in another jurisdiction in connection with
our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may
not be able to enforce our legal rights.
In connection with our initial business combination,
we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the
laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing
laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce
or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.
Risks Relating to Our Sponsor and Management
Team
Past performance by our management team or their affiliates, including
Altium and Sio, may not be indicative of future performance of an investment in us.
Information regarding
performance by, or businesses associated with, our management team or their affiliates, including Altium and Sio, is presented for
informational purposes only. Any past experience of and performance by our management team or their affiliates, including Altium and
Sio, is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial business
combination; or (2) of any results with respect to any initial business combination we may consummate. You should not rely on
the historical record of our management team, Altium, Sio or any of their affiliates’ or managed fund’s performance as
indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. An
investment in us is not an investment in Altium or Sio.
We may not have sufficient funds to satisfy indemnification claims
of our directors and officers.
We have agreed to indemnify our directors and officers
to the fullest extent permitted by law and we have purchased directors’ and officers’ liability insurance that insures our
directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our
obligations to indemnify our directors and officers. However, any such insurance may not be available or sufficient. Further, our directors
and officers have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not
seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided by us will be able to be
satisfied by us only if (i) we have sufficient funds outside of the trust account, or (ii) we consummate our initial business
combination. Our obligations to indemnify our directors and officers may discourage shareholders from bringing a lawsuit against our directors
and officers for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative
litigation against our directors and officers even though, such an action, if successful, might otherwise benefit us and our shareholders.
Furthermore, a shareholder’s investment may be adversely affected to the extent that we may incur the costs of settlement and damage
awards against our directors and officers pursuant to these indemnification provisions.
If, after we distribute the proceeds in the trust account to our
public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against
us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed
as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of
punitive damages.
If, after we distribute the proceeds in the trust
account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is
filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or
bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a
bankruptcy court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed
as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive
damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.
We are dependent upon our executive officers and directors and their
loss could adversely affect our ability to operate.
Our operations are
dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our
success depends on the continued service of our officers and directors, at least until we have completed our initial business
combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our
affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including
identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with,
or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more
of our directors or executive officers could have a detrimental effect on us.
Our key personnel may negotiate employment or consulting agreements
with a target business in connection with a particular business combination, and a particular business combination may be conditioned
on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial
business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination
is the most advantageous.
Our key personnel may be able to remain with our
company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements
in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination
and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would
render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention
or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation
in identifying and selecting a target business.
Our executive officers and directors will allocate their time to
other businesses, and may be involved in litigation unrelated to our business, thereby causing conflicts of interest in their determination
as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial
business combination.
Our executive officers and directors are not required
to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our
operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior
to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for
which he 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. In particular, in the future we expect certain of our officers and/or directors may be officers and/or
directors of other future special purpose acquisition companies. Our independent directors also serve as officers and board members for
other entities. Our directors and officers may also from time to time be involved in litigation or other claims unrelated to their activities
on our behalf. 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 or otherwise
adversely impact us which may have a negative impact on our ability to complete our initial business combination.
Our officers and directors presently have, and any of them in the
future may have additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly,
may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
Until we consummate our
initial business combination, we engage in the business of identifying and combining with one or more businesses. Each of our
officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to
other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to
such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity
should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another
entity prior to its presentation to us.
In addition, our directors and officers, Altium,
Sio, or their affiliates expect in the future to become affiliated with other public blank check companies that may have acquisition objectives
that are similar to ours. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity
should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to such other blank
check companies, prior to its presentation to us. Our amended and restated memorandum and articles of association provide that, to the
fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and
to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities
or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate
in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on
the other.
Our executive officers, directors, security holders and their respective
affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits
our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in
any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may
enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive officers, although
we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business
activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.
The personal and financial interests of our directors
and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination.
Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in
a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate
and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter
of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’
rights. See the section in our Registration Statement titled “Description of Securities — Certain Differences
in Corporate Law — Shareholders’ Suits” for further information on the ability to bring such claims. However,
we might not ultimately be successful in any claim we may make against them for such reason.
We may engage in a business combination with one or more target
businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or initial shareholders
which may raise potential conflicts of interest.
In light of the involvement of our sponsor, executive
officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers,
directors or initial shareholders. Our directors also serve as officers and board members for other entities, including, without limitation,
those described in our Registration Statement under “Management — Conflicts of Interest.” Our sponsor and
our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business
or investment ventures during the period in which we are seeking an initial business combination. Such entities may compete with us for
business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to
complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions
concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any
transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria
for a business combination as set forth in “Business — Effecting Our Initial Business Combination — Evaluation
of a Target Business and Structuring of Our Initial Business Combination” and such transaction was approved by a majority of our
independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which
is a member of FINRA or an independent valuation or accounting firm regarding the fairness to our company from a financial point of view
of a business combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors
or initial shareholders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not
be as advantageous to our public shareholders as they would be absent any conflicts of interest.
Since the Forward Purchasers and our sponsor will lose the investment
opportunity presented by the Forward Purchase Units and the private placement warrants, respectively, if our initial business combination
is not completed, our sponsor and directors may have a conflict of interest in determining whether a particular business combination target
is appropriate for our initial business combination.
We have entered into a Forward
Purchase Agreement with the Forward Purchasers pursuant to which they have agreed to purchase an aggregate of up to $16,000,000 of Forward
Purchase Units. Purchases of the Forward Purchase Units will take place in a private placement substantially concurrently with the closing
of our initial business combination. If we do not complete an initial business combination, the Forward Purchasers will lose the investment
opportunity presented by the Forward Purchase Agreement.
Simultaneously with the closing of our initial public
offering, our sponsor purchased the private placement warrants for an aggregate purchase price of approximately $3,278,000. The private
placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable,
assignable or salable until 30 days after the completion of our initial business combination. Each private placement warrant entitles
the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. If we do not complete an initial business
combination, or we enter into an initial business combination that is unlikely to result in a price per ordinary share above $11.50, our
sponsor will lose the investment opportunity presented by the private placement warrants.
Our sponsor, directors
and officers have agreed (A) to vote any public shares owned by them in favor of any proposed business combination and
(B) not to redeem any public shares (whether acquired during or after our initial public offering) in connection with a
shareholder vote to approve a proposed initial business combination. In addition, we may obtain loans from our sponsor, affiliates
of our Sponsor or an officer or director. The personal and financial interests of our directors and officers may influence their
motivation in identifying and selecting a target initial business, completing our initial business combination and influencing the
operation of the business following our initial business combination.
Our management may not be able to maintain control of a target business
after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications
or abilities necessary to profitably operate such business.
We may structure our initial business combination
so that the post-business combination company in which our public shareholders own shares will own less than 100% of the equity interests
or assets of a target business, but we will only complete such business combination if the post-business combination company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient
for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction
that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities of the target,
our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business
combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a
transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital
stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result
of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could
own less than a majority of our outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders
may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than
we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target
business.
Risks Relating to Our Securities
If you elect to exercise your redemption rights with respect to
your Class A ordinary shares, you will not receive any Distributable Medicus Redeemable Warrants.
In connection with our initial business combination,
and in connection with certain amendments to our amended and restated memorandum and articles of association, public shareholders will
have the opportunity to exercise their right to redeem their Class A ordinary shares for cash. However, our Distributable Medicus
Redeemable Warrants will be issued only to the holders of record of those Class A ordinary shares that remain outstanding after redemptions
in connection with our initial business combination. The Distributable Medicus Redeemable Warrants will be issued at the Medicus Distribution
Time on a pro-rata basis in respect of such remaining Class A ordinary shares. Accordingly, to the extent that you elect to redeem
your shares of Class A ordinary shares, you will receive no Distributable Medicus Redeemable Warrants in respect of such shares.
The contingent right to receive the Distributable Medicus Redeemable Warrants will remain attached to our Class A ordinary shares,
will not be separately transferable, assignable or salable and will not be evidenced by any certificate or instrument.
Resources could be wasted in researching acquisitions that are not
completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do
not complete our initial business combination within the required time period, our public shareholders may receive only approximately
$10.00 (as of March 31, 2021) per public share, or less in certain circumstances, on the liquidation of our trust account and our Outstanding
Redeemable Warrants will expire worthless and no Distributable Medicus Redeemable Warrants will have been issued.
We anticipate that the investigation of each specific
target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a
specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.
Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination
for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred
which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete
our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 (as of
March 31, 2021) per public share, or less in certain circumstances, on the liquidation of our trust account and our Outstanding Redeemable
Warrants will expire worthless and no Distributable Medicus Redeemable Warrants will have been issued. 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 (as of March 31, 2021) per share” and other risk factors below.
If a shareholder fails to receive notice of our offer to redeem
our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares,
such shares may not be redeemed.
We will comply with the proxy rules or tender offer
rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these
rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become
aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will
furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that
must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails to comply with these procedures,
its shares may not be redeemed. See “Business — Effecting Our Initial Business Combination — Tendering
Share Certificates in Connection with a Tender Offer or Redemption Rights.”
You will not have any rights or interests in funds from the trust
account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares
or warrants, potentially at a loss.
Our public shareholders
will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial
business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to
redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection
with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or
timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in
connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination by February 18, 2023 or (B) with respect to any other provision relating to the rights of holders of our
Class A ordinary shares, and (iii) the redemption of our public shares if we have not consummated an initial business
combination by February 18, 2023, subject to applicable law and as further described herein. Public shareholders who redeem their
Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not
be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we
have not consummated an initial business combination by February 18, 2023, with respect to such Class A ordinary shares so
redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. Holders of
warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate
your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
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 units are currently listed on Nasdaq and
our Class A ordinary shares and warrants will be listed on Nasdaq on or promptly after their date of separation (at which time the
holders of our units would hold the separate component securities and no longer hold units, and the units would no longer
trade). Although we meet the minimum initial listing standards set forth in Nasdaq’s listing standards, our securities may not continue
to be listed on Nasdaq in the future or prior to the completion of our initial business combination. In order to continue listing our
securities on Nasdaq prior to the completion of our initial business combination, we must maintain certain financial, distribution and
share price levels. Generally, we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number
of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will
be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued
listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, the share price of our securities
would generally be required to be at least $4.00 per share, our shareholders’ equity would generally be required to be at least
$5,000,001 and we would be required to have a minimum of 300 round-lot holders (with at least 50% of such round lot holders holding securities
with a market value of at least $2,500). We may not be able to meet those initial listing requirements at that time.
If Nasdaq delists our securities from trading on
its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted
on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
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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 Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A
ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading
market for our securities;
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a limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities or obtain additional
financing in the future.
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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 have been approved for listing on Nasdaq and eventually our Class A
ordinary shares and warrants will be listed on Nasdaq, our units, Class A ordinary shares and warrants will qualify as covered
securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does
allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the
states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers
to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities
regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities
of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered
securities under the statute and we would be subject to regulation in each state in which we offer our securities.
You will not be 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 an initial business combination with a target business that has
not been identified, we may be deemed to be a “blank check” company under the United States securities laws. However, because
we have net tangible assets in excess of $5,000,000, we are exempt from rules promulgated by the SEC to protect investors in blank check
companies, such as Rule 419. Accordingly, investors are not afforded the benefits or protections of those rules. Among other things, this
means our units will be immediately tradable and we will have a longer period of time to complete our initial business combination than
do companies subject to Rule 419. Moreover, if our initial public offering were subject to Rule 419, that rule would prohibit the release
of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in
connection with our completion of an initial business combination.
If 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 (as of March 31,
2021) per public share.
Our placing of funds in the trust account may not
protect those funds from third party claims against us. Although we seek to have all vendors, service providers (excluding our independent
registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public
shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing
claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar
claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim
against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims
to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter
into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would
be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage
a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills
are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases
where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities
will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not consummated
an initial business combination by February 18, 2023, 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 (as of March 31, 2021) per public share initially held in the trust account, due to claims of such creditors. Pursuant to
the letter agreement which is filed as an exhibit to this Report, our sponsor has agreed that it will be liable to us if and to the extent
any claims by a third party (excluding our independent registered public accounting firm) for services rendered or products sold to us,
or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account
to below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the trust account as of the
date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets,
in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any
claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the trust account
nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including
liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,
our sponsor will not be responsible to the extent of any liability for such third party claims. However, we have not asked our sponsor
to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy
its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Our sponsor may not be able
to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation,
claims by vendors and prospective 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 approximately $10.00 (as of March 31, 2021) 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 do not 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 income tax, if any (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 approximately $10.00 (as of March 31, 2021) 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 below the lesser of (i) $10.00 (as of March 31, 2021) per public share and (ii) the actual amount per share held
in the trust account as of the date of the liquidation of the trust account if less than $10.00 (as of March 31, 2021) per public share
due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations,
and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular
claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.
While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification
obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary
duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations,
the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 (as of March
31, 2021) per public share.
Our shareholders may be held liable for claims by third parties
against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation,
any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date
on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result,
a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having
breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company
to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. Claims may be brought against
us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid
out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty
of an offence and may be liable for a fine of $18,292.68 and imprisonment for five years in the Cayman Islands.
We have not registered the Class A ordinary shares issuable
upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in
place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing
such warrants to expire worthless.
We have not registered the Class A
ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However,
under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 15 business days
after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement
under the Securities Act for the registration of the Class A ordinary shares issuable upon exercise of the warrants and
thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial business
combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to the Class A
ordinary shares issuable upon exercise of the warrants until the expiration or redemption of the warrants in accordance with the
provisions of the warrant agreement. We may not able to do so if, for example, any facts or events arise which represent a
fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or
incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon
exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their
warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated
to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is
registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available.
Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national
securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the
Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to
file or maintain in effect a registration statement, but we will use our reasonable best efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any
warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or
qualify the shares underlying the warrants under the Securities Act or applicable state securities laws and there is no applicable
exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from
registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no
value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid
the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance
where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a
corresponding exemption does not exist for holders of the warrants included as part of units sold in our initial public
offering. In such an instance, our sponsor and its transferees (which may include our management team) would be able to exercise
their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to
exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise
our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state
securities laws.
If you exercise your Redeemable Warrants on a “cashless basis,”
you will receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash.
There are circumstances in which the exercise
of the Redeemable Warrants may be required or permitted to be made on a cashless basis. First, if a registration statement covering
the Class A ordinary shares issuable upon exercise of the Redeemable Warrants is not effective by the 60th business day after
the closing of our initial business combination, warrant holders may, until such time as there is an effective registration
statement, exercise Redeemable Warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another
exemption. Second, if our Class A ordinary shares are at any time of any exercise of a warrant not listed on a national
securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the
Securities Act, we may, at our option, require holders of Redeemable Warrants who exercise their warrants to do so on a cashless
basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file
or maintain in effect a registration statement, and will be required to use commercially reasonable efforts to register or qualify
the shares under applicable blue sky laws to the extent an exemption is not available. Third, if we call our Redeemable Warrants for
redemption when the price per Class A ordinary share equals or exceeds $18.00, we may require any holders wishing to exercise
their warrants prior to the date of redemption to do so on a cashless basis. In any of the circumstances described above, each
holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser
of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the
warrants, multiplied by the excess of the “fair market value” (as defined with respect to the applicable cashless
exercise or redemption provision) less the exercise price of the warrants by (y) the fair market value and (B) 0.3611 per
Redeemable Warrant. Fourth, if we call our Redeemable Warrants for redemption when the price per share of our Class A ordinary
shares equals or exceeds $10.00, holders who exercise their warrants will receive that number of shares set forth in the table as
described under “Description of Securities — Redeemable Warrants.” As a result, you would receive
fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash.
The warrants may become exercisable and redeemable for a security
other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.
In certain situations, including if we are not the
surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A ordinary
shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive
a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will
be required to use best efforts to file with the SEC a registration statement for the issuance of the Class A ordinary shares underlying
the warrants within 15 business days of the closing of an initial business combination.
We may issue additional Class A ordinary shares or preference
shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination.
We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time
of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles
of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
Our amended and restated memorandum and articles
of association authorize the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B
ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. We currently have 190,708,000
authorized but unissued Class A ordinary shares and 17,677,000 authorized but unissued Class B ordinary shares available for
issuance, which amount of Class A ordinary shares does not take into account Class A ordinary shares reserved for issuance upon
exercise of any outstanding warrants (including the Redeemable Warrants and the private placement warrants) or shares issuable upon conversion
of the Class B ordinary shares, if any. The Class B ordinary shares are automatically convertible into Class A ordinary
shares at the time of our initial business combination as described herein and in our amended and restated memorandum and articles of
association. There are currently no preference shares issued and outstanding.
We may issue a substantial number of
additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee
incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon conversion
of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result
of the anti-dilution provisions as set forth herein. However, our amended and restated memorandum and articles of association
provide, among other things, that, prior to the completion of our initial business combination, we may not issue additional shares
that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business
combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business
combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended
and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or
preference shares:
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may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution
provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis
upon conversion of the Class B ordinary shares;
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may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those
afforded our Class A ordinary shares;
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could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other
things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present
officers and directors;
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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person
seeking to obtain control of us;
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may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and
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may not result in adjustment to the exercise price of our warrants.
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Our initial shareholders may receive additional Class A ordinary
shares if we issue shares to consummate an initial business combination.
The founder shares will automatically convert into
Class A ordinary shares on the first business day following the consummation of our initial business combination at a ratio such
that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted
basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our initial public offering,
plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise
of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation
of the initial business combination (including the Forward Purchase Shares), excluding any Class A ordinary shares or equity-linked
securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the
initial business combination and any private placement warrants issued to our sponsor, members of our management team or any of their
affiliates upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary
shares at a rate of less than one to one.
We may amend the terms of the contingent rights in a way that may
be adverse to holders with the consent or vote of the holders of not less than two-thirds of the then outstanding contingent rights, as
evidenced by their ownership of the ordinary shares.
Our contingent rights are issued under a
contingent rights agreement between Continental Stock Transfer & Trust Company, as rights agent, and us. The contingent rights
agreement provides that the terms of the contingent rights may be amended without the consent of any holder for the purpose of
curing any ambiguity, or of curing, correcting or supplementing any defective provision contained therein or adding or changing any
other provision with respect to matters or questions arising under the contingent rights agreement as the parties may deem necessary
or desirable. The contingent rights agreement requires the consent or vote of the holders of not less than two-thirds of the then
outstanding contingent rights, as evidenced by their ownership of the ordinary shares, in order to make any change that will
adversely affect the interests of the holders of the contingent rights. As a result, a change that is approved by two-third of the
holders of the contingent rights, as evidenced by their ownership of the ordinary shares, could adversely affect your contingent
rights, without your approval.
We may amend the terms of the warrants in a manner that may be adverse
to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the
exercise price of your warrants could be increased, the exercise period could be shortened and the number of Class A ordinary shares
purchasable upon exercise of a warrant could be decreased, all without your approval.
Our warrants are issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision or
correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and
the warrant agreement set forth in our Registration Statement, but requires the approval by the holders of at least 50% of the then outstanding
public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we
may amend the terms of our warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants,
and solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with
respect to the private placement warrants, 50% of the number of the then outstanding private placement warrants. Although our ability
to amend the terms of the warrants with the consent of at least 50% of the then outstanding public warrants and the private placement
warrants, is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants,
convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise
of a warrant.
Our warrant agreement designates the courts of the State of New
York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions
and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable
judicial forum for disputes with our company.
Our warrant agreement provides that, subject to
applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including
under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive
forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum.
Notwithstanding the foregoing, these provisions
of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing
or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions
in our warrant agreement.
If any action, the subject matter of which is within
the scope of the forum provisions of the warrant agreement, is filed in a court other than courts of the State of New York or the United
States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants,
such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State
of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.
This choice-of-forum provision may limit a warrant
holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage
such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect
to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters
in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result
in a diversion of the time and resources of our management and board of directors.
We may redeem your unexpired warrants prior to their exercise at
a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem outstanding warrants
at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the daily volume-weighted
average price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day
prior to proper notice of such redemption and provided that certain other conditions are met. If and when the warrants become redeemable
by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all
applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable
to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise
price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price
when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding
warrants are called for redemption, is likely to be substantially less than the market value of your warrants.
In addition, we may redeem your warrants at any
time after they become exercisable and prior to their expiration at a price of $0.10 per warrant upon a minimum of 30 days’
prior written notice of redemption, provided that holders will be able to exercise their warrants prior to redemption for a number of
Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. Please
see “Redeemable Warrants — Redemption of warrants when the price per Class A ordinary share equals or exceeds
$10.00” in Exhibit 4.5 to this Report. 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 0.3611
Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants. None of the placement
warrants will be redeemable by us (except as set forth under “Redeemable Warrants — Redemption of warrants when
the price per Class A ordinary share equals or exceeds $10.00” in Exhibit 4.5 to this Report) so long as they are held by our sponsor,
Maxim or their permitted transferees.
Our warrants may have an adverse effect on the market price of our
Class A ordinary shares and make it more difficult to effectuate our initial business combination.
We have entered into a Forward
Purchase Agreement with the Forward Purchasers, as amended, pursuant to which they have agreed to purchase an aggregate of up to $16,000,000
of Forward Purchase Units. Each Forward Purchase Unit is composed of one Class A ordinary share and one-third of one warrant, at
a price of $10.00 per unit. Purchases of the Forward Purchase Units will take place in a private placement substantially concurrently
with the closing of our initial business combination. If we do not complete an initial business combination, the Forward Purchasers will
lose the investment opportunity presented by the Forward Purchase Agreement.
We issued Outstanding
Redeemable Warrants to purchase 1,022,222 Class A ordinary shares as part of the units issued in our initial public
offering, and will also be issuing Distributable Medicus Redeemable Warrants to purchase 2,044,444 Class A ordinary shares in
connection with the closing of our initial business combination, each at an exercise price of $11.50 per share. In addition,
substantially concurrently with the consummation of our initial business combination, Forward Purchase Warrants to purchase up to
533,333 Class A ordinary shares may be issued pursuant to the Forward Purchase Agreement (as part of the Forward Purchase
Units). In addition, simultaneously with the closing of our initial public offering, we issued in a private placement 5,022,222
private placement warrants to purchase an aggregate of 5,022,222 Class A ordinary shares at $11.50 per share. In addition, if the
sponsor makes any working capital loans, it may convert up to $2,000,000 of such loans into up to an additional 2,222,222 private
placement warrants, at the price of $0.90 per warrant.
To the extent we issue ordinary shares to effectuate
a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise
of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase
the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete
the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost
of acquiring the target business.
Because each unit contains one-ninth of one warrant and only a whole
warrant may be exercised, the units may be worth less than units of other blank check companies.
Each unit contains one-ninth of one
Outstanding Redeemable Warrant. Pursuant to the warrant agreement, the Redeemable Warrants may only be exercised for a whole number
of shares and only a whole warrant may be exercised at any given time. While holders of public shares who elect not to redeem such
shares in connection with our initial business combination will also receive the issuance of Redeemable Warrants in the form of
Distributable Medicus Redeemable Warrants, it is likely that the number of Distributable Medicus Redeemable Warrants issued to any
such holder will not be a whole number. This is different from other offerings similar to ours whose units include one ordinary
share and one warrant to purchase one whole share. We have established the components of the units in this way in order to
reduce the dilutive effect of the warrants upon completion of our initial business combination, since the Outstanding Redeemable
Warrants and Distributable Medicus Redeemable Warrants (assuming no redemptions of our Class A ordinary shares) will be
exercisable in the aggregate for one-third of the number of shares sold in our initial public offering (as compared to units
that each contain a warrant to purchase one whole share), and to provide an incentive to our public shareholders to not redeem their
Class A ordinary shares. Nevertheless, this unit structure may cause our units to be worth less than if each unit included
a warrant to purchase one whole Class A ordinary share.
A provision of our warrant agreement may make it more difficult
for use to consummate an initial business combination.
Unlike some blank check companies, if (x) we
issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing
of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue
price or effective issue price to be determined in good faith by us and in the case of any such issuance to our sponsor or its affiliates,
without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance)
(the “Newly Issued Price”), (y) 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 (z) the volume-weighted average trading price of our Class A ordinary
shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination
(such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption
trigger prices described adjacent to “Redeemable Warrants — Redemption of warrants when the price per Class A
ordinary share equals or exceeds $18.00” and “Redeemable Warrants — Redemption of warrants when the price
per Class A ordinary share equals or exceeds $10.00” in Exhibit 4.5 to this Report will be adjusted (to the nearest cent) to
be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. This may make it more difficult
for us to consummate an initial business combination with a target business.
We may issue our shares to investors in connection
with our initial business combination at a price that is less than the prevailing market price of our shares at that time.
In connection with our initial business
combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.00 per
share or which approximates the per-share amounts in our trust account at such time, which is generally approximately $10.00. The purpose
of such issuances will be to enable us to provide sufficient liquidity to the post-business combination entity. The price of the shares
we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time.
General Risk Factors
We are a recently incorporated company with no operating history
and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a recently incorporated exempted company
incorporated under the laws of the Cayman Islands with no operating results. Because we lack an operating history, you have no basis upon
which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target
businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and
may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate
any operating revenues.
If we are deemed to be an investment company under the Investment
Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it
difficult for us to complete our initial business combination.
If we are deemed to be an investment company under
the Investment Company Act, our activities may be restricted, including:
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
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In addition, we may have imposed upon us burdensome requirements, including:
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registration as an investment company with the SEC;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject
to.
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In order not to be regulated as an investment company
under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other
than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or
trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash
items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the
post-business combination business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit
from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our anticipated
principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be
invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement,
the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these
instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and
selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment
company” within the meaning of the Investment Company Act. Our initial public offering is not intended for persons who are
seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place
for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the
redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum
and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A
ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our
public shares if we do not complete our initial business combination by February 18, 2023 or (B) with respect to any other
provision relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption of our public shares
if we have not consummated an initial business combination by February 18, 2023, subject to applicable law and as further described
herein. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we
were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require
additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we do not
complete our initial business combination within the required time period, our public shareholders may receive only approximately
$10.00 (as of March 31, 2021) per public share, or less in certain circumstances, on the liquidation of our trust account and our
warrants will expire worthless.
Changes in laws or regulations, or a failure to comply with any
laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination,
and results of operations.
We are subject to laws and regulations enacted by
national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance
with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their
interpretation and application may also change from time to time and those changes could have a material adverse effect on our business,
investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied,
could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination,
and results of operations.
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. 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. There can be no assurance that these trends will not continue.
The increased cost and decreased availability of
directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination.
In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business
combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors
and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified
officers and directors.
In addition, even after we were to complete an initial
business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged
to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business
combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The
need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our
ability to consummate an initial business combination on terms favorable to our investors.
We may be a passive foreign investment company, or “PFIC,”
which could result in adverse U.S. federal income tax consequences to U.S. investors.
If we are a PFIC for any taxable year (or portion
thereof) that is included in the holding period of a U.S. Holder (as defined in the section of our Registration Statement captioned “Taxation — United
States Federal Income Tax Considerations — General”) of our Class A ordinary shares or warrants, the U.S.
Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC
status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception (see the section
of our Registration Statement captioned “Taxation — United States Federal Income Tax Considerations — U.S.
Holders — Passive Foreign Investment Company Rules”). Depending on the particular circumstances, the application
of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.
Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year.
Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Moreover, if
we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as
the 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 be unavailable with respect to our warrants in all cases. We urge U.S. investors to
consult their tax advisors regarding the possible application of the PFIC rules. For a more detailed discussion of the tax consequences
of PFIC classification to U.S. Holders, see the section of our Registration Statement captioned “Taxation — United
States Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Rules.”
We are an emerging growth company and a smaller reporting company
within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging
growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and
may make it more difficult to compare our performance with other public companies.
We are an “emerging growth
company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth
companies” including, but not limited to, not being required to comply with the auditor attestation requirements of
Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to
certain information they may deem important. We could be an emerging growth company for up to five years, although
circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by
non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging
growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive
because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these
exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading
market for our securities and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act
exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when
a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,
can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has
opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards
used.
Additionally, we are a “smaller reporting
company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced
disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a
smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates
equals or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million
during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million
as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our
financial statements with other public companies difficult or impossible.
Compliance obligations under the Sarbanes-Oxley Act may make it
more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time
and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act requires
that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31,
2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth
company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal
control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley
Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial
business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.
The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and
costs necessary to complete any such acquisition.
Because we are incorporated under the laws of the Cayman Islands,
you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be
limited.
We are an exempted company incorporated under the
laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon
our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs and the rights of shareholders
are governed by our amended and restated memorandum and articles of association, the Companies Law (as the same may be supplemented or
amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United
States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities
of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law
of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common
law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our
shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under
statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities
laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted
bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a
Federal court of the United States. For a more detailed discussion of the principal differences between the provisions of the Companies
Law applicable to us and, for example, the laws applicable to companies incorporated in the United States and their shareholders, see
the section of our Registration Statement captioned “Description of Securities — Certain Differences in Corporate
Law.”
Shareholders of Cayman Islands exempted companies
like the company have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members
of these companies. Our directors have discretion under our amended and restated memorandum and articles of association to determine whether
or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available
to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder
motion or to solicit proxies from other shareholders in connection with a proxy contest.
We have been advised by Maples and Calder, our
Cayman Islands counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of
courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or
any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the
civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by
those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of
judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a
foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign
court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions
are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a
liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of
the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary
to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be
contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought
elsewhere.
As a result of all of the above, public shareholders
may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or
controlling shareholders than they would as public shareholders of a United States company.
Cyber incidents or attacks directed at us could result in information
theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information
systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and
deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the
cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early
stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.
We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.
It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial
loss.