Item 1. Business
Overview
We
are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to
throughout this Report as our initial business combination. We are an early stage and emerging growth company and, as such, we are subject
to all of the risks associated with early stage and emerging growth companies.
On
February 19, 2021, our sponsor paid $25,000 to cover certain of our offering expenses in consideration for 10,062,500 shares of our Class
B ordinary shares, par value $0.0001 per share. In July 2021, our sponsor returned to us, for no consideration, an aggregate of 4,312,500
Class B ordinary shares, which we cancelled, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding and held by our
sponsor. On October 4, 2021, our sponsor transferred 30,000 Class B ordinary shares to each of our independent directors. On November
2, 2021, the company issued an additional 862,500 Class B ordinary shares to the sponsor by way of the application of amounts standing
to the credit share premium account of the company, resulting in there being an aggregate of 6,612,500 Class B ordinary shares outstanding.
On
November 5, 2021, the company consummated its initial public offering of 26,450,000 Units, including an additional 3,450,000 Units as
a result of the underwriters’ exercise of its over-allotment option, at $10.00 per Unit. Each Unit consists of one Class A ordinary
share and one-half of one redeemable warrant, each whole public warrant exercisable into one Class A ordinary share at an exercise price
of $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the company of $264,500,000.
Simultaneously
with the consummation of our initial public offering and the issuance and sale of the Units, we consummated the private placement of
12,190,000 private placement warrants to our sponsor and BTIG, at a price of $1.00 per private placement warrant, generating gross proceeds
of $12,190,000.
Our Management
Team
Our
management team consists of a balanced mix of sophisticated investors and acclaimed operators with a cumulative 33 years in financial
services and 47 years of operating experience. Our management team has a proprietary network of relationships with entrepreneurs, corporate
executives, private equity sponsors, venture and growth equity firms, family offices and sovereign wealth funds to identify, structure,
finance and support the operations of a business combination target. Members of the management team have extensive experience investing
in both challenged companies, as well as companies in high growth stages, within general industrials and construction technology sectors,
which we refer to collectively as our “Target Sectors.” Additionally, members of our management team have direct, hands-on experience
in building and operating successful businesses in real estate, building materials, and construction. We believe this combination of
investing and operating expertise across our Target Sectors will allow us to successfully identify, and provide an attractive value proposition
for, potential business combination targets, and differentiates us from other blank check companies in the marketplace.
Competitive
Strengths
Our
business selection process will capitalize on the deep experience and network of our management team in consummating an initial business
combination. Our competitive strengths and factors that we believe will contribute to our ability to source attractive opportunities
and execute a transaction include the following:
| ● | Strong
Management Team with Unique and Complementary Backgrounds: Our management
team comprises individuals with the extensive operational, financial and managerial experience
needed to effectively navigate the key opportunities and challenges in our Target Sectors,
with deep market knowledge through public & private investment and executive leadership
experiences. We are confident our management team’s distinguished and unique experiences
will position our company as a preferred acquiror of attractive assets and enable us to identify,
evaluate and execute a successful business combination and create significant value to stakeholders. |
| ● | Proven
Operational Leadership Experience: Led by Mr. Stern, who has almost
20 years of experience as the founder and CEO of JDS Development Group, our management team
has proven abilities in continuously implementing growth and successful operational strategies
in building their profitable businesses to scale. Additionally, Mr. Stern has extensive experience
in advising other operators including: start-ups, and emerging and mature companies’
executives and board members. We believe that these qualities are unique and will be crucial
in identifying targets with unlocked stakeholder value. |
| ● | Extensive
Financial Services Experience: Our financial stewardship is led by Messrs. Lerner
and Vodola, who have a combined 33 years of experience in the financial services industry,
most recently as investment analysts at Citadel, one of the most sophisticated investment
firms in the world. They bring specific expertise from their experience investing in both
troubled companies with strong inherent fundamental value and in disruptive companies with
growth capital needs. Messrs. Lerner and Vodola have invested widely across industries
and parts of the capital structure, as well as in numerous different countries, which requires
additional skills in analyzing macroeconomic, political, complicated regulatory and other
cross-border risks. We believe their investment experience will be instrumental in finding
and properly conducting due diligence on a target company. |
| ● | Differentiated
Deal Sourcing Capabilities: Our management team’s positioning as distinguished
operators as well as investment professionals with a significant network of company relationships,
uniquely positions the Onyx Team to leverage “deal flow” from attractive potential
targets. For example, in the real estate and construction space, Mr. Stern has excellent
access to growth-stage companies and, most importantly, the expertise to evaluate the credibility
of the product, technology, or service that these companies are offering. We believe
that our management team’s substantive deal sourcing, structuring and execution
experience will be instrumental in facilitating an initial business combination. |
| ● | Relevant
Transactional Experience: The Onyx Team has been actively involved in tens
of billions of dollars of transactions across a broad spectrum of sectors globally, including
mergers and acquisitions, debt and equity financings, distressed situations, debt restructurings,
spin-offs, secured and unsecured re-financings, and real estate acquisitions and divestitures.
We believe this wealth of experience is a key asset that we intend to leverage in our evaluation
and execution of attractive business combination opportunities. |
| ● | Leveraging
Diverse Executive Networks: We believe our management team’s extensive
and diverse network of relationships with CEOs, founders, family owners, venture capitalists
and private equity sponsors will be a key asset in sourcing an initial business combination. |
| ● | Uniquely
Additive Board Members: Our board members were carefully selected for their
expertise as operators in our Target Sectors and are representatives of sophisticated financial
institutions whose networks and relationships will help serve as a platform of potential
targets, or individuals with unique experience that we believe will be instrumental in finding
attractive targets. We believe the expertise of our board members and, where applicable,
their respective institutions, will be a material advantage in helping us identify attractive
potential targets and executing a successful business combination. |
Market
Opportunity
The
Onyx Team intends to apply a focused, thesis-driven approach to capitalize on attractive opportunities in our Target Sectors. As
value-orientated investors and visionaries as well as operators, the Onyx Team is focused on industries, products, and services that
are tried-and-true, and on established businesses with temporary disruptions to their operations or access to capital, as well as companies
with products that are new solutions to old problems.
We
believe that the COVID-19 pandemic, as well as the expected uneven recovery across the globe, has created a unique opportunity to provide
capital to companies in two distinct buckets: (i) companies with strong business fundamentals that are experiencing a temporary dislocation
in cash flows and need capital to bridge this period and/or capitalize on competitors’ retrenchment to increase market share and
(ii) companies in industries we believe will benefit from the short and long-term trends that the COVID-19 pandemic has accelerated and
that need capital to fuel growth and position themselves for outperformance.
The COVID-19
pandemic has created opportunities to provide capital to fundamentally strong businesses
The
COVID-19 pandemic forced dramatic changes to the daily habits, routines and spending patterns of consumers and businesses globally. Government
regulations, business closures and efforts to avoid infection caused significant adjustments to work and family life. These changes in
consumer behavior had an important impact on company revenues and profitability as well as overall liquidity.
As
a result of these changes, many businesses with proven concepts, healthy balance sheets, and established track records of positive cash
flow are struggling today and require capital to bridge the pandemic period. In other cases, businesses have obtained the capital needed
to survive through the pandemic period but will need to find opportunities to de-leverage when the economic environment recovers. Finally,
many private equity firms and other financial sponsors were unable to exit from existing investments or invest additional capital in
their portfolio companies and will look for efficient exit strategies once the pandemic subsides.
We
are currently seeing adjustments to government regulations and people’s fears, real or perceived, about the risk of infections
have begun changing. However, many of the daily habits and consumption patterns established during the pandemic are likely to remain
and therefore, certain companies and sectors are benefitting from these shifts in consumer behavior. We are focused on identifying companies
and sectors where the impact of the pandemic is likely to be a positive secular tailwind. These businesses may benefit from incremental
growth capital and our team’s support in order to capitalize on these disruptive trends in partnership with owners that bring the
necessary financial capital and human capital to successfully take advantage of the underlying industry dynamics.
In
summary, we believe the COVID-19 pandemic has created an opportunity to identify a business combination target as the pandemic subsides
and companies seek to position themselves for future growth. While some companies which were strong at the start of the pandemic may
find that sectoral changes will have long-term adverse impacts upon their financial performance, we believe that most affected companies
will quickly recover. Moreover, those companies that come out of the pandemic with a strong balance sheet and sufficient liquidity will
have the opportunity to supercharge their growth by consolidating the smaller companies in their sector.
The COVID-19
pandemic is a “great accelerator,” allowing for the identification and provision of capital to disruptors
The
COVID-19 pandemic and the response from developed economy governments around the world has created a number of important dynamics that
we believe are unlikely to reverse course and are likely to provide key tailwinds to our Target Sectors. COVID-19 has been labeled the
“great accelerator” by many, highlighting the impact it has had on the adoption of technologies or consumption patterns that
were already occurring. We find this to be an apt label in the industries which we are focused on. The changes accelerated by COVID-19
will have important ramifications in both the near-term and also long-term. Additionally, these shocks will have an impact across both
the supply and demand sides of global economies. The four examples below are what we believe are the most important trends that have
been rapidly accelerated by the COVID-19 pandemic:
We
believe our Target Sectors are being acutely impacted by accelerating technological adoption and penetration. These industries are adapting
and changing to new processes and technologies and becoming electrified, digitalized and automated. New technologies are driving step
changes in industrial processes through advances in automation and additive manufacturing. Also, the rapid decline in battery and renewable
energy costs are accelerating the electrification of transportation. These technological trends are proliferating at the same time as
we are seeing important cyclical & structural changes on the cost and input side for which COVID-19 was a meaningful catalyst. We
believe this will further accelerate adoption, even in sub-sectors that have lagged adoption, such as construction.
We
believe the following are particularly relevant for general industrials and the construction industry:
| ● | Automation:
Regulatory pressures to return of offshore production to countries where costs of production
are high, rising labor costs and social distancing needs have increased the adoption of automated
robots. |
| ● | Additive
manufacturing: The transition from analog to digital processes brings digital flexibility
and efficiency to manufacturing operations, driving the continued growth and ever-expanding
applications of the process. |
| ● | Advanced
material sciences: The development of advanced polymers, customized and advanced
metals and alloys, biomaterials and nano-engineered materials is allowing adopters to reduce
environmentally unfriendly and expensive traditional commodity inputs. |
| ● | Digitalization
of industrial processes: The advancements in key technologies such as cloud computing,
mobile networks and smart device are disrupting legacy approaches by making technology adoption
significantly easier. |
We
think the best opportunities for long-term value creation will be companies operating in well-established industries that are anticipating
and embracing these technology super-trends to provide new solutions to old problems. We want to invest in companies that are innovative
and disruptive in tried-and-true industries.
Governments globally have provided extraordinary near-term support,
and the newly enacted U.S. Infrastructure bill is expected to be key for our Target Sectors over the long-term
Government support in response to COVID-19 has
been extraordinary. The acute economic downturn caused by COVID-19 was unprecedented in peace time. Governments globally reacted swiftly
and decisively with unprecedented fiscal and monetary support packages and continued support for economic recovery. Fiscal and monetary
support from governments around the globe as well as international financial institutions was extraordinary by any historical standards.
The Infrastructure Investment and Jobs Act, which was signed into law by President Biden on November 15, 2021, is expected to propel infrastructure
expenditures and be a long-term catalyst for our Target Sectors.
The
extraordinary fiscal & monetary support has taken many different forms, including direct transfers to households, loans to small
businesses, loan backstops, bond buybacks, enhanced unemployment benefits and others. The size and focus of this support have been a
material tailwind for household savings rates even as consumers spend on cars, home improvements and new homes.
The
rise in household savings and business closures around the country has led to consumer demand in a number of specific categories like
housing, home improvements and used cars, and it has led to dramatic increases in the cost of these products.
Given
historically low borrowing rates, households flush with cash, and tight employment markets, we expect to see continued strong near-term
demand in sectors like transportation and travel, real estate, automobiles, and construction. While current elevated price levels are
unlikely to be permanent, companies operating with related commodity and labor inputs have become even more incentivized to find technologies
and means of production that dramatically reduce these expensive inputs. The recent unprecedented all-time highs in many key industrial
commodities are likely to cause a significant rethinking of how businesses manage their input costs.
Trade
wars and COVID-19 have disrupted global supply chains
Rising
global populism and a retrenchment of globalization trends began well before the COVID-19 pandemic hit. The 2016 referendum on “Brexit”
in the United Kingdom and the 2018 disputes between the U.S. and China related to the banning of Huawei products were some of the most
salient examples of rising populism and nationalistic sentiments, highlighting a pushback against the decades of open trade, capital
mobility and porous national borders. These seminal events, among others, forced a rethinking by multinational corporations. Trade restrictions,
increased immigration, travel friction costs and political pressure to produce goods at home increased and began to impact capital expenditure
and expansion plans.
In
2020, the COVID-19 pandemic accelerated these trends, closing down borders and disrupting business activity, which led to major global
supply chain issues. The restrictions on businesses, closing of international borders, and abrupt cessation in travel, among other restrictive
measures, caused unprecedented disruptions to the world’s supply chains. Shortages of food, commodities and critical medical items
were major problems for all governments. A rapid build-out of a supply chain for producing equipment, COVID-19 tests and a vaccine became
the dominant focal point for global governments.
Tightening labor markets will add to increasing costs and prompt
adoption of technology.
Another important driver of rising input costs
has been the tightening of labor markets across major markets. We believe these recent labor shortages are influenced by numerous factors
but are predominantly driven by (i) the extraordinary government support to household income and (ii) restrictions on immigration.
While we expect this cyclical trend to revert to
the mean, the near-term effect of this tightness in labor markets is undoubtedly having an impact on businesses’ ability to hire
skilled and unskilled labor as well as overall wage inflation. We believe this puts further pressure on firms who are not embracing technology
to disrupt their means of production and reduce input costs like increasingly expensive labor costs.
We think the disruption of global supply chains
accelerated by COVID-19 is a secular shift. Rising costs of shipping, labor and commodities, and increasing geopolitical risks of
supplier concentration, pressure on environmental sustainability, global tax initiatives and investment incentives from developed country
governments are all likely to favor implementing advanced manufacturing technologies and re-onshoring manufacturing to developed countries.
The adoption of these technologies in domestic markets like the U.S. will be disruptive for many industries that have been relying on
antiquated technologies for far too long.
ESG considerations
by investors, consumers, workers, and regulators have been accelerated by COVID-19
The
rise in importance of ESG considerations is becoming an increasingly important issue for institutional investors as well as consumers
and product users. We believe that over the long run, those companies most focused on ESG will achieve more growth, lower costs of capital
and larger market multiples relative to those companies that do not adopt these initiatives. We strongly believe in the increasing need
to balance growth with sustainability. Therefore, we anticipate focusing our efforts on identifying target companies which have a strong
sustainability component or that provide important utility to industries with the need to rapidly comply with rising global environmental
standards.
The
COVID-19 pandemic is accelerating this trend, driving increased consumer, company, and investor focus on sustainability. As the ESG market
continues to expand in size and scope, the cost of capital for companies who prioritize investments into business investment in sustainability
and responsible sourcing and production will drop significantly relative to those who do not.
Not
all industries are going to be impacted equally. ESG considerations are also impacting global supply chain considerations, driving companies
out of low-compliance countries even where labor may be cheaper and back into developed, higher-compliance countries.
We
believe this makes the construction sector ripe for disruption as new technologies will be paramount in reducing the very high level
of waste and emissions generated by the sector every year and ensuring compliance with increasingly restrictive industry guidelines.
Construction technologies and building techniques designed to lower construction time, materials used and generate more sustainable construction
projects will be critical in reducing the overall carbon footprint of the sector. We believe many of the high-growth construction technology
companies have already demonstrated significant improvements in this regard, adding to their competitive advantages as compared to legacy
building and construction methods.
The
COVID-19 pandemic has clearly accelerated the already strong global trend toward ESG considerations for investors, consumers, employees,
regulators, and politicians. Consumers are demanding products that are sourced and manufactured in a sustainable manner, and businesses
are investing heavily in creating and promoting their sustainability efforts. Given the increased awareness and support for sustainability
and environmental issues since the pandemic, regulators and politicians are putting even more pressure on businesses to comply. Those
businesses with a strong focus on these trends will be relative winners by avoiding the regulatory issues and capturing the investment
growth linked to the lower cost of capital from ESG funds. These companies are developing products with clear ESG objectives, embracing
an ESG-first culture across their organizations, and expanding their capabilities to improve transparency and incorporate ESG-related
data into investment decisions. Finding a target company that is ahead of the curve on ESG-related issues is a key priority for our team
and will be a major focus in our diligence process.
Business
Strategy and Acquisition Criteria
We
intend to leverage what we believe is a competitive advantage in sourcing potential targets that will materially benefit from our unique
expertise and where we are best situated to augment the value of the business following the completion of the initial business combination.
We believe we can provide several significant benefits to potential targets and public market investors that can potentially lead to
attractive long-term risk-adjusted returns in the public markets.
We
are confident that the Onyx Team is well positioned to identify unique opportunities across our Target Sectors. Our selection process
will leverage a broad and deep network of relationships, diverse set of industry expertise and proven deal sourcing capabilities of our
management team, who bring an array of expertise to our Target Sectors. Given our profile and thematic approach, we anticipate that target
business candidates may be brought to our attention from various unaffiliated sources, as well as the Sponsor Affiliate. We also believe
that the Sponsor Affiliate’s reputation, experience and track record will supplement our management team’s vast connections
and capabilities and will make us a preferred partner for these potential targets.
Consistent
with our strategy, we have identified the following general criteria and guidelines 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 and guidelines.
We intend to seek to acquire one or more businesses that we believe:
| ● | are
in our Target Sectors and can benefit from the extensive networks and expertise we have developed; |
| ● | are
ready to operate in the scrutiny of public markets, with strong management, corporate governance and reporting policies in place; |
| ● | will
likely be well received by public investors and can effectively utilize the broader access to capital and the public profile that is
associated with being a publicly traded company; |
| ● | are
at an inflection point, such as those requiring additional management expertise, innovation to develop new products or services, improvement
of financial performance or growth through a business combination; |
| ● | have
significant embedded and/or underexploited expansion opportunities; |
| ● | exhibit
unrecognized value or other characteristics that we believe have been misevaluated by the market based on our company-specific analysis
and due diligence review. For a potential target company, this process will include, among other things, a review and analysis of the
company’s capital structure, quality of earnings, potential for operational improvements, corporate governance, customers, material
contracts, and industry background and trends; and |
| ● | will
offer attractive risk-adjusted equity returns for our shareholders. Financial returns will be evaluated based on (1) the potential for
organic growth in cash flows, (2) the ability to accelerate growth, including through the opportunity for follow-on acquisitions and
(3) the prospects for creating value through other value creation initiatives. Potential upside from growth in the target business’
earnings and an improved capital structure will be weighed against any identified downside risks. |
We
may use other criteria and guidelines as well. Any evaluation relating to the merits of a particular initial business combination may
be based on these general criteria and guidelines as well as other considerations, factors and criteria that our management may deem
relevant. If we decide to enter an initial business combination with a target business that does not meet the above criteria and guidelines,
we will disclose that fact in our shareholder communications related to the acquisition. As discussed elsewhere in this prospectus, this
would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.
Our Acquisition
Process
In
evaluating a prospective target business, we will conduct a thorough due diligence review which may encompass, among other things, meetings
with management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other
information which will be made available to us. Additionally, members of our management team and of our board of directors have significant
executive management and public company experience and, accordingly, have developed a deep network of contacts and relationships that
will provide us with an important source of acquisition opportunities. In addition, we anticipate that opportunities will be brought
to our attention by various unaffiliated sources, including investment banks, private equity groups, consultants, accounting firms and
other investment market participants.
We
are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, executive officers
or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor,
executive officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent
investment banking firm that is a member of the Financial Industry Regulatory Authority (“FINRA”), or from an independent
valuation, appraisal or accounting firm, that our initial business combination is fair to our company from a financial point of view.
Members
of our management team may directly or indirectly own founder shares and/or private placement warrants following our initial public offering
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 executive 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 executive officers and directors
was included by a target business as a condition to any agreement with respect to our initial business combination.
We
currently do not have any specific business combination under consideration. The Sponsor Affiliate is from time to time made aware of
potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has
anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with any business
combination target. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to
identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify
or locate any such acquisition candidate.
Certain
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, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for
an entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to honor such fiduciary
or contractual obligations to present such business combination opportunity to such entity before we can pursue such opportunity. We
expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one
of those other entities, such opportunity would be presented to such other entity and not to us. To address the matters set out above,
our amended and restated memorandum and articles of association provide that we renounce, to the maximum extent permitted by law, our
interest or expectancy in, or in being offered an opportunity to participate in any business combination opportunity which may be a corporate
opportunity for both us and our sponsor and another entity, including any entities managed by our sponsor or its affiliates and any companies
in which our sponsor or such entities have invested or about which any of our officers or directors acquires knowledge and we will waive
any claim or cause of action we may have in respect thereof. In addition, our amended and restated articles of association will contain
provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or
duty to our company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present
such business opportunity.
Certain
of our officers and directors have fiduciary and contractual duties to the Sponsor Affiliate and its affiliates and to certain companies
in which Sponsor Affiliate has invested. As a result, certain of our officers and directors will have a duty to offer acquisition opportunities
to certain investment vehicles managed by Sponsor Affiliate before we can pursue such opportunities. However, we do not expect these
duties to present a significant conflict of interest with our search for an initial business combination. We believe this conflict of
interest will be naturally mitigated, to some extent, by the differing nature of the acquisition targets Sponsor Affiliate typically
considers most attractive for the investment vehicles it manages and the types of acquisitions we expect to find most attractive. Sponsor
Affiliate’s traditional private equity activities typically involve investing in private companies, and while Sponsor Affiliate
will often take companies public, it typically invests in those entities several years prior to an initial public offering, not at the
time of such offering. As a result, we may become aware of a potential transaction that is not a fit for the traditional private equity
activities of Sponsor Affiliate, but that is an attractive opportunity for us.
Initial
Business Combination
So
long as our securities are then listed on the Nasdaq, 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 deferred
underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement
in connection with our initial business combination. We refer to this as the 80% of net assets test. If our board is not able to independently
determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking
firm that is a member of FINRA or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. 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, 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. However, if required under applicable law, any proxy statement
that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. Additionally,
pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.
We
anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders
own shares will own or acquire 100% of the outstanding 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 of 1940, as amended (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. For example, we could pursue a transaction in which we issue a substantial number of
new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would
acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders
immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial
business combination. If less than 100% of the outstanding 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. In addition, we have agreed not to enter into a
definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities are not then
listed on the Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test.
To
the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages
of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor
to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant
risk factors.
The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in
our incurring losses and will reduce the funds we can use to complete another business combination.
Status
as a Public Company
We
believe our structure makes us an attractive business combination partner to target businesses. As an existing public company, we offer
a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In
a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock 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. 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 a business combination
with us.
Furthermore,
once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public
offering is always subject to the underwriter’s 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. Once public, we believe the target business
would then have greater access to capital, 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 Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements
of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities
and the prices of our securities may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words,
an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private
companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion
(as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of
the end of the second fiscal quarter of that year, and (2) the date on which we have issued more than $1.0 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 and, if their revenues are less than $100 million, not providing an independent registered public accounting firm
attestation on internal control over financial reporting. We will remain a smaller reporting company until the last day of the fiscal
year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the
second fiscal quarter of that year, or (2) our annual revenues exceeded $100 million during such completed fiscal year and
the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of the second fiscal quarter
of that year.
Financial
Position
With
funds available for a business combination in the amount of $259,301,709 as of December 31, 2021, after payment of $11,270,000 of deferred
underwriting fees, before fees and expenses associated with our initial business combination, 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 or leverage 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 for an indefinite period of time following our initial public
offering. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the
placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination
(pursuant to forward purchase agreements or backstop agreements 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 or other sources. We may seek to complete our initial business combination with a company or business that may be financially
unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and
businesses.
If
our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for
payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary
shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance
or expansion of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred
in completing our initial business combination, to fund the purchase of other companies or for working capital.
We
may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash
than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public
shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with
such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial
business combination. Other than the potential availability of the backstop arrangement with our sponsor, we are not currently a party
to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities,
the incurrence of debt or otherwise.
Sources
of Target Businesses
We
anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market
participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Target businesses
may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources
may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since some of these sources
will have read this prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their 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 attending trade shows 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. While we do not presently anticipate engaging the services of professional firms or other individuals
that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which
event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based
on the terms of the transaction. We will engage a finder only to the extent our 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 their respective affiliates be paid by us any finder’s fee, consulting fee or
other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination
(regardless of the type of transaction that it is). An affiliate of our sponsor has agreed to provide members of our management team
with office space, secretarial and administrative support at no cost and to reimburse our sponsor for any out-of-pocket expenses related
to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter into employment
or consulting agreements with the post-business combination 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 acquisition candidate.
We
are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors.
In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors,
we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that
is a member of FINRA or from an independent valuation, appraisal or accounting firm that our initial business combination is fair to
our company from a financial point of view. Management may also recuse themselves from investment discussions of companies that are affiliated
with our sponsor, officers or directors.
Certain
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 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 that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or
she may be required to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity
before we can pursue such opportunity.
Evaluation
of a Target Business and Structuring of Our Initial Business Combination
In
evaluating a potential target business, we expect to conduct a comprehensive due diligence review to seek to determine a company’s
quality and its intrinsic value. That due diligence review may include, among other things, multiple meetings with incumbent management,
financial statement analysis, detailed document reviews, consultations with relevant industry experts, competitors, customers and suppliers,
inspection of facilities, as well as a review of additional information that we will seek to obtain as part of our analysis of a target
company. Additionally, we will likely hire outside accountants to do quality of earnings reviews and may hire outside consultants to
analyze market trends. We will also utilize our management team’s operational and capital planning experience. 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 select and evaluate a target business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of, 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 their respective affiliates, for services rendered to or in connection
with our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business
combination without the prior consent of our sponsor.
Redemption
Rights for Public Shareholders upon Completion of our Initial Business Combination
We
will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion
of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account calculated as of two business days prior to the consummation of the initial business combination including interest earned
on the funds held in the trust account and not previously released to us to pay our income taxes, divided by the number of then outstanding
public shares, subject to the limitations described herein. At the completion of our initial business combination, we will be required
to purchase any ordinary shares properly delivered for redemption and not withdrawn. The amount in the trust account is initially anticipated
to be $10.20 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced
by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial
holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial
business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder
has properly elected to redeem its shares if a business combination does not close. Our sponsor and each member of our management team
have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder
shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a
shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify
the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within 15 months from the closing of our initial public offering or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares.
Limitations
on Redemptions
Our
amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that
would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny
stock” rules). 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.
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 listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the
SEC for business or other reasons. So long as we maintain a listing for our securities on the Nasdaq, we will be required to comply with
the Nasdaq rules.
If
we held a shareholder vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and
articles of association:
| ● | conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation
of proxies, and not pursuant to the tender offer rules; and |
| ● | file
proxy materials with the SEC. |
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.
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, at a general meeting of the company,
unless applicable law or applicable stock exchange rules require a higher vote, in which case we will complete our initial business combination
only if such requisite vote is received. In such case, our sponsor and each member of our management team, in their capacity as members
of the company, will count toward this quorum and have agreed to vote their founder shares and public shares in favor of our initial
business combination. A quorum for such meeting will be present if the holders of one-third of issued and outstanding shares entitled
to vote at the meeting are present in person or by proxy and, for purposes of seeking approval of an ordinary resolution, non-votes will
have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our sponsor’s
founder shares, we would need 9,918,751, or 37.5% (assuming all issued and outstanding shares are voted) of the 26,450,000 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. Assuming that only one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated
memorandum and articles of association are voted, we will not need any public shares in addition to our founder shares to be voted in
favor of an initial business combination. These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors,
will make it more likely that we will consummate our initial business combination. 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
each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to any founder shares and public shares held by them in connection with (i) the completion of a business combination
and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that
would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their
shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our
initial business combination within 15 months from the closing of our initial public offering or (B) with respect to any other provision
relating to the rights of holders of our Class A ordinary shares.
If
a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant
to our amended and restated memorandum and articles of association:
| ● | conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
| ● | file
tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial
and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange
Act, which regulates the solicitation of proxies. |
Upon
the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we
and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the
open market, in order to comply with Rule 14e-5 under the Exchange Act.
In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,
in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until
the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more
than 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 such initial business combination.
Limitation
on Redemption upon Completion of our Initial Business Combination if We Seek Shareholder Approval
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect
to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as “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
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 would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our
initial business combination.
Tendering
Share Certificates in Connection with a Tender Offer or the Exercise of Redemption Rights
Public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation
or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using
The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to
two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials,
as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate
the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly
redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close
of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business
combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.
Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery
of their public shares.
There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00, and it would be up to the
broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not
we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising
redemption rights regardless of the timing of when such delivery must be effectuated.
The
foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with
their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial
business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating
such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact
such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had
an “option window” after the completion of the business combination, during which he or she could monitor the price of the
company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open
market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders
were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of
the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior
to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.
Any
request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote
on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered
its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect
to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).
It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed
promptly after the completion of our initial business combination.
If
our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their
redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case,
we will promptly return any certificates delivered by public holders who elected to redeem their shares.
If
our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different
target until 15 months from the closing of our initial public offering.
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 only 15 months from the closing of our initial
public offering to consummate an initial business combination. If we have not consummated an initial business combination within 15 months
from the closing of our initial public offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust
account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses)
divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,
subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and
the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants,
which will expire worthless if we fail to consummate an initial business combination within 15 months from the closing of our initial
public offering. Our amended and restated memorandum and articles of association provide that, if a resolution of the company’s
shareholders is passed pursuant to the Companies Act of the Cayman Islands to commence the voluntary liquidation of the company, we will
follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more
than ten business days thereafter, subject to applicable Cayman Islands law.
Our
sponsor and each member of our 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 within 15 months from the closing of our initial public offering (although they will be entitled to liquidating
distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination
within the prescribed time frame).
Our
sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment
to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation
to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing
of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A
ordinary shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such
amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number
of the then-outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets
to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional
redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset
requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right
shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director, or
any other person.
We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from amounts remaining out of the $1,550,000 held outside the trust account immediately following our initial public offering,
plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there
will be sufficient funds for such purpose.
If
we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other than the
proceeds deposited in the trust account and any tax payments or expenses for the dissolution of the trust, and without taking into account
interest, if any, earned on the trust account and any tax payments or expenses for the dissolution of the trust, the per-share redemption
amount received by shareholders upon our dissolution would be $10.20. The proceeds deposited in the trust account could, however, become
subject to the claims of our creditors, which would have higher priority than the claims of our public shareholders. We cannot assure
you that the actual per-share redemption amount received by shareholders will not be less than $10.20. While we intend to pay such amounts,
if any, we cannot assure you that we will have sufficient funds to pay or provide for all creditors’ claims.
Although
we will seek to have all vendors, service providers, 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. Marcum LLP (“Marcum”) will
not execute an agreement 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 third-party for services rendered
or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we
have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.20 per public
share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account
if less than $10.20 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be
withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective
target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under
our indemnity of the underwriters of 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. Therefore, we cannot assure you that our sponsor will 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) $10.20 per public share and (ii) the actual
amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.20 per public
share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our
income 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 $10.20 per public share.
We
will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring
to have all vendors, service providers, 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. 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.
If
we file a bankruptcy or winding up petition or an involuntary bankruptcy or winding up 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
estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims
deplete the trust account, we cannot assure you we will be able to return $10.20 per public share to our public shareholders. Additionally,
if we file a bankruptcy or winding up petition or an involuntary bankruptcy or winding up 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 or insolvency court could seek
to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its
fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive
damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons.
Our
public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public
shares if we do not complete our initial business combination within 15 months from the closing of our initial public offering, (ii) in
connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance
or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection
with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
15 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders
of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial
business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described
in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of
an initial business combination or liquidation if we have not consummated an initial business combination within 15 months from the closing
of our initial public offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder
have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial
business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s
redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption
rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our
amended and restated memorandum and articles of association, may be amended with a shareholder vote.
Competition
In
identifying, evaluating and selecting a 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, 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 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.
Facilities
We
currently maintain our executive offices at 104 5th Avenue, New York, New York 10011. An affiliate of our sponsor has agreed
to provide members of our management team with office space, secretarial and administrative services at no cost. We consider our current
office space adequate for our current operations.
Website
We
maintain a corporate website at onyxacqu.com. Our website and information contained on, or that can be accessed through, our website
is not deemed to be incorporated by reference in, and is not considered part of, this Report. You should not rely on any such information
in making your decision whether to invest in our securities.
Employees
We
currently have four officers. These individuals are not obligated to devote any specific number of hours to our matters but intend to
devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount
of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination
and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion
of our initial business combination.
Periodic
Reporting and Financial Information
We
have registered our Units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including
the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange
Act, our annual reports will contain financial statements audited and reported on by our independent registered public accounting firm.
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, accounting principles generally accepted in the United States of America (“GAAP”), or International Financial
Reporting Standards (“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) (“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 within the prescribed time frame. 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 we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth
company, will we not be required to comply with the independent registered public accounting firm attestation requirement on our internal
control over financial reporting. 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.
On
November 2, 2021, we filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12
of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current
intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation
of our initial business combination.
We
are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman
Islands and, as such, are exempt from complying with certain provisions of the Companies Act. As an exempted company, we have applied
for and received, a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions
Act (as amended) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman
Islands imposing any tax to be levied on profits, income, gains or appreciation will apply to us or our operations and, in addition,
that no tax to be levied on profits, income, gains or appreciation or which is in the nature of estate duty or inheritance tax will be
payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in
part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest
or other sums due under a debenture or other obligation of us.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As
such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the
auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive
compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities
less attractive as a result, there may be a less active trading market for our securities, and the prices of our securities may be more
volatile.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In
other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would
otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion
(as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the
end of the second fiscal quarter of that year, and (2) the date on which we have issued more than $1.0 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
and, if their revenues are less than $100 million, not providing an independent registered public accounting firm attestation on internal
control over financial reporting. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the
market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the second fiscal quarter of that year,
or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares
held by non-affiliates exceeds $700 million as of the end of the second fiscal quarter of that year.
Item
1A. Risk Factors
An investment in our securities involves a high
degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this
Report and the final prospectus associated with our initial public offering, before making a decision to invest in our securities. If
any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that
event, the trading price of our securities could decline, and you could lose all or part of your investment.
Risks Relating to our Search for, and Consummation of or Inability
to Consummate, a Business Combination
We are a blank check company with no operating history and no
revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a blank check company established under
the laws of the Cayman Islands with no operating results. Because we lack an operating history, you have no basis upon which to evaluate
our ability to achieve our business objective of completing our initial business combination. We may be unable to complete our initial
business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.
Our 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 choose not to hold a shareholder vote before
we complete our initial business combination if the business combination would not require shareholder approval under applicable law or
stock exchange listing requirements. For instance, if we were seeking to acquire a target business where the consideration we were paying
in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction. Except
for as required by applicable law or stock exchange listing requirement, the decision as to whether we will seek shareholder approval
of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely
in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction
would otherwise require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if holders
of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.
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 initial shareholders own, 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 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 at a general meeting of the company, unless applicable law or applicable stock exchange rules require a higher
vote, in which case we will complete our initial business combination only if such requisite vote is received. In such case, our sponsor
and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination.
A quorum for such meeting will be present if the holders of one-third of issued and outstanding shares entitled to vote at the meeting
are present in person or by proxy and, for purposes of seeking approval of an ordinary resolution, non-votes will have no effect
on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders’
founder shares, we would need 9,918,751 or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is
not exercised), of the 26,450,000 public shares sold in our offering to be voted in favor of an initial business combination in order
to have our initial business combination approved. Assuming that only one-third of our issued and outstanding ordinary shares, representing
a quorum under our amended and restated memorandum and articles of association, are voted, we will not need any public shares in addition
to our founder shares 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 each member of 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.
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, if we do not seek shareholder approval, your only
opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption
rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public
shareholders in which we describe our initial business combination.
The ability of our public shareholders to redeem their shares
for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to
enter into a business combination with a target.
We may seek to enter into a business combination
transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount
of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as
a result, would not be able to proceed with the business combination. The amount of the deferred underwriting commissions payable to the
underwriter will not be adjusted for any shares that are redeemed in connection with a business combination, and such amount of deferred
underwriting discount is not available for us to use as consideration in an initial business combination. If we are able to consummate
an initial business combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay and
the payment of the deferred underwriting commissions. Furthermore, in no event will we redeem our public shares in an amount that would
cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock”
rules). Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001
or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the
related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these
risks and, thus, may be reluctant to enter into a business combination transaction with us.
The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our
capital structure.
At the time we enter into an agreement for our
initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore, 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.
The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful
and that you would have to wait for liquidation in order to redeem your shares.
If our initial business combination agreement requires
us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing,
the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful,
you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account. If you are in need
of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time, our shares may trade at a discount
to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose
the benefit of funds expected in connection with our redemption of our public shares until we liquidate or you are able to sell your shares
in the open market.
Because our trust account will initially contain $10.20 per Class
A ordinary share, public shareholders may be more incentivized to redeem their public shares at the time of our initial business combination.
Our trust account will initially contain $10.20
per Class A ordinary share. This is different than some other similarly structured blank check companies for which the trust account will
only contain $10.00 per Class A ordinary share. As a result of the additional funds that could be available to public shareholders upon
redemption of public shares, our public shareholders may be more incentivized to redeem their public shares and not to hold those Class
A ordinary shares through our initial business combination. A higher percentage of redemptions by our public shareholders could make it
more difficult for us to complete our initial business combination.
The requirement that we consummate an initial business combination
within 15 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 business combination deadline, which could undermine our ability to complete our initial business combination
on terms that would produce value for our shareholders.
Any potential target business with which we enter
into negotiations concerning a business combination will be aware that we must consummate an initial business combination within 15 months
from the closing of our initial public offering. Consequently, such target business may obtain leverage over us in negotiating a business
combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable
to complete our initial business combination with any target business. This risk will increase as we get closer to the 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 outbreak of the novel coronavirus
(COVID-19) and variants thereof and the status of debt and equity markets.
COVID-19 has resulted in volatile economic conditions,
business disruptions and reductions in consumer spending across the globe. Although several COVID-19 vaccines are currently being widely
administered in both the U.S. and Europe, the severity, magnitude and duration of the effects of the pandemic continue to evolve, remain
uncertain and may be impacted by various factors, including the acceptance of COVID-19 vaccines and vaccine effectiveness, rates of infection
from new COVID-19 variants and actions taken throughout the world, including in the markets in which potential business combination targets
operate, to contain COVID-19 and manage its impact. Macro-economic conditions as a direct or indirect result of COVID-19 may also affect
our search for a business combination and the businesses and operations of target companies.
COVID-19’s extensive impact has and could
continue to 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 and variants thereof 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 in third-party financing being unavailable on terms acceptable
to us or at all.
The severity, magnitude and duration of the outbreak
of COVID-19 and variants of COVID-19 continue to be uncertain and evolving and depend on events beyond our knowledge or control. As such,
we might not be able to predict, or respond to, all impacts on a timely basis to prevent near- or long-term adverse impacts on our business,
results of operations, financial condition and cash flows, which impacts may be material. Additionally, the impacts of the COVID-19 pandemic
could have the effect of heightening many of the other risks described herein.
We may not be able to consummate an initial business combination
within 15 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 within 15 months after the closing of our initial public offering. Our ability to complete
our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and
the other risks described herein. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the
extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business
combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable
on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. If
we have not consummated an initial business combination within such applicable time period, we will: (i) cease all operations except
for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of
interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,
liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law. Our amended and restated memorandum and articles of association
provide that, if a resolution of the company’s shareholders is passed pursuant to the Companies Act of the Cayman Islands to commence
the voluntary liquidation of the company, we will follow the foregoing procedures with respect to the liquidation of the trust account
as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either
such case, our public shareholders may receive only $10.20 per public share, or less than $10.20 per public share, on the redemption of
their shares, and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in
the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per public share”
and other risk factors herein.
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 to consummate an initial business combination.
In addition, because there are more special purpose
acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets
with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive
deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions including between
the U.S. and China and between Russia and Ukraine, 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.
We may engage our underwriter from our initial public offering
or one of its affiliates to provide additional services to us after our initial public offering, which may include acting as financial
advisor in connection with an initial business combination or as a placement agent in connection with a related financing transaction.
Our underwriter is entitled to receive deferred commissions that will be released from the trust only on a completion of an initial business
combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services
to us after our initial public offering, including, for example, in connection with the sourcing and consummation of an initial business
combination.
We may engage our underwriter from our initial
public offering or one of its affiliates to provide additional services to us after our initial public offering, including, for example,
identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt
financing. We may pay our underwriter from our initial public offering or its affiliate fair and reasonable fees or other compensation
that would be determined at that time in an arm’s length negotiation. The underwriter is also entitled to receive deferred commission
that is conditioned on the completion of an initial business combination. The underwriter’s or its affiliates’ financial interests
tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such
additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business
combination.
Changes in the market for directors and officers liability insurance
could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
In recent months, the market for directors and
officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer
insurance companies are offering quotes for director and officer liability coverage, the premiums charged for such policies have generally
increased and the terms of such policies have generally become less favorable. These trends may continue into the future.
The increased cost and decreased availability of
directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination.
In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business
combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors
and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified
officers and directors.
In addition, even after we were to complete an
initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct
alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and executive officers,
the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”).
The need for run-off insurance would be an added expense for the post-business combination entity and could interfere with or frustrate
our ability to consummate an initial business combination on terms favorable to our investors.
If we seek shareholder approval of our initial business combination,
our sponsor, initial shareholders, directors, executive officers, advisors and their affiliates may elect to purchase public shares or
warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A
ordinary shares or public warrants.
If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our sponsor, initial shareholders, 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. There is no limit on the number of shares or warrants our initial shareholders, directors,
officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules.
However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and
have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase
public shares or warrants in such transactions.
In the event that our sponsor, initial shareholders,
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. We expect that 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.
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.
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to
hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our
Class A ordinary shares.
If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the
shares sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent. However,
we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial
business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business
combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally,
you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as
a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to
sell your shares in open market transactions, potentially at a loss.
Because of our limited resources and the significant competition
for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated
our initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per public
share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
We expect to encounter intense competition from
other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly,
acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical,
human and other resources or more local industry knowledge than we do, and our financial resources will be relatively limited when contrasted
with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net
proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition
of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation
gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of
our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder
vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business
combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If
we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately
$10.20 per public share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will
expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced,
and the per-share redemption amount received by shareholders may be less than $10.20 per public share” and other risk factors
herein.
If the net proceeds of our initial public offering and the sale
of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 15 months following
the closing of our initial public offering, it could limit the amount available to fund our search for a target business or businesses
and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members
of our management team to fund our search and to complete our initial business combination.
Of the net proceeds of our initial public offering
and the sale of the private placement warrants, as of December 31, 2021, only $781,709 is available to us outside the trust account to
fund our working capital requirements. We believe that the funds available to us outside of the trust account, together with funds available
from loans from our sponsor, its affiliates or members of our management team will be sufficient to allow us to operate for at least the
15 months following the closing of our initial public offering; however, we cannot assure you that our estimate is accurate, and our sponsor,
its affiliates or members of our management team are under no obligation to advance funds to us in such circumstances. Of the funds available
to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business.
We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent
designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more
favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention
to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently
required to surrender 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 required to seek additional capital,
we would need to borrow funds from our sponsor, its affiliates, members of our management team or other third parties to operate or may
be forced to liquidate. Neither our sponsor, members of our management team nor their affiliates is under any obligation to us in such
circumstances. Any such advances may be repaid only from funds held outside the trust account or from funds released to us upon completion
of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination
entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants.
Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, its affiliates
or members of our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any
and all rights to seek access to funds in our trust account. If we have not consummated our initial business combination within the required
time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.
Consequently, our public shareholders may only receive an estimated $10.20 per public share, or possibly less, on our redemption of our
public shares, and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held
in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per public
share” and other risk factors herein.
If third parties bring claims against us, the proceeds held in
the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per public share.
Our placing of funds in the trust account may not
protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, 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 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. Marcum will not execute an agreement 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. Upon redemption of our public shares, if we have not consummated an initial business combination
within 15 months from the closing of our initial public offering, or upon the exercise of a redemption right in connection with our initial
business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against
us within the ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less
than the $10.20 per public share initially held in the trust account due to claims of such creditors. Pursuant to the letter agreement
that we have entered into with our sponsor, officers and directors, 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 third-party (other than our independent auditors) for services
rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement,
reduce the amounts in the trust account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public
share held in the trust account as of the date of the liquidation of the trust account if less than $10.20 per public share due to reductions
in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such
liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to
seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of 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. Therefore, we cannot assure you that our
sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account,
the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per public share. In such
event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection
with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties, including,
without limitation, claims by vendors and prospective target businesses.
Our directors may decide not to enforce the indemnification obligations
of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
In the event that the proceeds in the trust account
are reduced below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account
as of the date of the liquidation of the trust account if less than $10.20 per public share due to reductions in the value of the trust
assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our sponsor asserts that it is unable to
satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine
whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent
directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that
our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular
instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account
available for distribution to our public shareholders may be reduced below $10.20 per public share.
We may not have sufficient funds to satisfy indemnification claims
of our directors and executive officers.
We have agreed to indemnify our officers and directors
to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of
any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever (except
to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification
provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate
an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit
against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood
of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and
our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement
and damage awards against our officers and directors pursuant to these indemnification provisions.
The securities in which we invest the proceeds held in the trust
account could bear a very low or negative rate of interest, which could reduce the interest income available for payment of taxes or reduce
the value of the assets held in trust such that the per share redemption amount received by shareholders may be less than $10.20 per share.
The net proceeds of our initial public offering
and certain proceeds from the sale of the private placement warrants, in the amount of $269,790,000 are invested only in direct U.S. Treasury
obligations having a maturity of 185 days or less, or in certain money market funds which invest only in direct U.S. Treasury obligations.
While short-term U.S. Treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates
in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of
the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event
of very low or negative yields, the amount of interest income (which we may withdraw to pay income taxes, if any) would be reduced and
in the event of negative yields, the value of the assets held in trust would be reduced. In the event that we are unable to complete our
initial business combination, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account,
plus any interest income. If the balance of the trust account is reduced below $269,790,000 as a result of negative interest rates, the
amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.20 per share.
If, after we distribute the proceeds in the trust account to
our public shareholders, we file a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against
us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors
may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us
to claims of punitive damages.
If, after we distribute the proceeds in the trust
account to our public shareholders, we file a bankruptcy or winding up petition or an involuntary bankruptcy or winding up 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 or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors
may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us
to claims of punitive damages by paying public shareholders from the trust account prior to addressing the claims of creditors.
If, before distributing the proceeds in the trust account to
our public shareholders, we file a bankruptcy or winding up petition or an involuntary bankruptcy or winding up 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 winding up petition or an involuntary bankruptcy or winding up 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 estate and subject to the claims of third parties with priority over the claims of our shareholders.
To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders
in connection with our liquidation may be reduced.
If we are deemed to be an investment company under the Investment
Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it
difficult for us to complete our initial business combination.
If we are deemed to be an investment company under
the Investment Company Act, our activities may be restricted, including:
| ● | restrictions on the nature of our investments; and |
| ● | restrictions on the issuance of securities, |
each of which may make it difficult for us to complete our initial
business combination.
In addition, we may have imposed upon us burdensome
requirements, including:
| ● | registration as an investment company with the SEC; |
| ● | adoption of a specific form of corporate structure; and |
| ● | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject
to. |
In order not to be 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 is to identify and complete a business combination and thereafter to operate the post-transaction
business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We
do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our anticipated principal
activities subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United
States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity
of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which
invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in
other securities or assets. By restricting the investment of the proceeds to these instruments and by having a business plan targeted
at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or
private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company
Act. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our
initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to
amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to
provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of our
initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary
shares; or (iii) absent our completing an initial business combination within 15 months from the closing of our initial public offering,
our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do
not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject
to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have
not allotted funds and may hinder our ability to complete a business combination. If we have not consummated our initial business combination
within the required time period, our public shareholders may receive only approximately $10.20 per public share, or less than such amount
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.
Our shareholders may be held liable for claims by third parties
against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation,
any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date
on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result,
a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having
breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company
to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted
any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course
of business would be guilty of an offence and may be liable for a fine of approximately $18,000 and imprisonment for five years in the
Cayman Islands.
Holders of Class A ordinary shares will not be entitled
to vote on any appointment of directors we hold prior to our initial business combination.
Prior to 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 our initial business combination, holders of our founder
shares may by ordinary resolution 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.
We may not hold an annual general meeting until after the consummation
of our initial business combination.
In accordance with the Nasdaq corporate governance
requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing
on the Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors.
Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company
affairs with management. Our board of directors is divided into three classes, with only one class of directors being appointed each year
and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In addition,
as holders of Class A ordinary shares, our public shareholders will not have the right to vote on the appointment of directors until after
the consummation of our initial business combination.
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 or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible
merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition
or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business
operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established
record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development
stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot
assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete
due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances
that those risks will adversely impact a target business. We also cannot assure you that an investment in our securities will ultimately
prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target.
Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value
of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim
that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they
are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable,
relating to the business combination contained an actionable material misstatement or material omission.
We may seek business combination opportunities in industries
or sectors which may or may not be outside of our management’s area of expertise.
We will consider an initial business combination
outside of our management’s area of expertise if an initial business combination target is presented to us, and we determine that
such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate
the risks inherent in any particular business combination target, we cannot assure you that we will adequately ascertain or assess all
of the significant risk factors. We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable
to investors than a direct investment, if an opportunity were available, in an initial business combination target. In the event we elect
to pursue an initial business combination 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 prospectus 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 shareholders who choose to remain
shareholders following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely
to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our
officers or directors of a duty of care or other fiduciary duty owed to 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 and guidelines that
we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target
that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination
may not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified general criteria and
guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business
combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not
meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of
our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our
general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for
us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition,
if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain
shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business
combination if the target business does not meet our general criteria and guidelines. If we have not consummated our initial business
combination within the required time period, our public shareholders may receive only approximately $10.20 per public share, or less than
such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
We are not required to obtain an opinion from an independent
accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying
for the business is fair to our shareholders from a financial point of view.
Unless we complete our initial business combination
with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or another independent
entity that commonly renders valuation opinions that the price we are paying is fair to our shareholders from a financial point of view.
If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market
value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation
or tender offer materials, as applicable, related to our initial business combination.
We may 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 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B
ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share. As of March 29, 2022,
there are 473,550,000 and 43,387,500 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively,
available for issuance, which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or
shares issuable upon conversion of the Class B ordinary shares, if any. The Class B ordinary shares will automatically convert
into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights
or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) at the time
of our initial business combination or earlier at the option of the holders thereof as described herein and in our amended and restated
memorandum and articles of association. There are no preference shares issued and outstanding.
We may issue a substantial number of additional
Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after
completion of our initial business combination. We may also issue Class A ordinary shares in connection with our redeeming the warrants
or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination
as a result of the anti-dilution provisions as set forth herein. However, our amended and restated memorandum and articles of association
provide, among other things, that prior to or in connection with our initial business combination, we may not issue additional shares
that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination
or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These
provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum
and articles of association, may be amended with a shareholder vote. The issuance of additional Class A ordinary shares or preference
shares:
| ● | may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution
provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis
upon conversion of the Class B ordinary shares; |
| ● | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those
afforded our Class A ordinary shares; |
| ● | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other
things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present
officers and directors; |
| ● | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person
seeking to obtain control of us; |
| ● | may adversely affect prevailing market prices for our Units, Class A ordinary shares and/or warrants; and |
| ● | may not result in adjustment to the exercise price of our warrants. |
Unlike some other similarly structured blank check companies,
our sponsor will 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 (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or
be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) at the time
of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary
shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the
total number of ordinary shares issued and outstanding upon completion of our initial public offering, plus (ii) the total number
of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights
issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding
any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued,
deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor,
any of its affiliates or any members of our management team upon conversion of working capital loans. In no event will the Class B
ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. This is different than some other similarly
structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares
to be outstanding prior to the initial business combination.
Resources could be wasted in researching business combinations
that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.
If we have not consummated our initial business combination within the required time period, our public shareholders may receive only
approximately $10.20 per public share, or less than such amount in certain circumstances, on the liquidation of our trust account and
our warrants will expire worthless.
We anticipate that the investigation of each specific
target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a
specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.
Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination
for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred,
which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated
our initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per public
share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
Investment vehicles managed by JDS Development Group or its affiliates
may compete with us for acquisition opportunities.
JDS Development Group and its affiliates manage
several investment vehicles. Investment vehicles managed by JDS Development Group or its affiliates may compete with us for acquisition
opportunities. If these investment vehicles decide to pursue any such opportunity, we may be precluded from pursuing such opportunities.
In addition, investment ideas generated within JDS Development Group, including by Michael Stern and other persons who may make decisions
for the company, may be suitable for both us and for a current or future investment vehicles managed by JDS Development Group or its affiliates
and may be directed to such investment vehicles rather than to us, subject to applicable fiduciary duties. Neither JDS Development Group
nor members of our management team or our directors who are also employed by JDS Development Group 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 managing directors
of JDS Development Group.
JDS Development Group and/or our management, in
their capacities as officers or managing directors of JDS Development Group or in their other endeavors, may choose to present potential
business combinations to the related entities described above, current or future investment vehicles managed by JDS Development Group
or its affiliates, or third parties, before they present such opportunities to us, subject to applicable fiduciary duties. In addition,
JDS Development Group or its affiliates may sponsor other blank check companies similar to ours during the period in which we are seeking
an initial business combination, and members of our management team or our directors may participate in such blank check companies.
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 or directors, 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
or directors. Our directors also serve as officers and board members for other entities. They may also have investments in target businesses.
Our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period
in which we are seeking an initial business combination. Such entities may compete with us for business combination opportunities. Although
we are not specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if
we determined that such affiliated entity met our criteria and guidelines for a business combination and such transaction was approved
by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment
banking firm that is a member of FINRA or from an independent valuation, appraisal 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 or directors, potential conflicts of interest still may exist and, as a result, the terms of the business combination
may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.
Members of our management team and board of directors have significant
experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, may be,
or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. The defense
or prosecution of these matters could be time-consuming and could divert our management’s attention, and may have an adverse effect
on us, which may impede our ability to consummate an initial business combination.
During the course of their careers, members of
our management team and board of directors have had significant experience as founders, board members, officers, executives or employees
of other companies. As a result of their involvement and positions in these companies, certain of those persons have been, may be or may
in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies,
transactions entered into by such companies, or otherwise. Individual members of our management team and board of directors also may become
involved in litigation, investigations or other proceedings involving claims or allegations related to or as a result of their personal
conduct, either in their capacity as a corporate officer or director or otherwise, and may be personally named in such actions and potentially
subject to personal liability. Any such liability may or may not be covered by insurance and/or indemnification, depending on the facts
and circumstances. The defense or prosecution of these matters could be time-consuming. Any litigation, investigations or other proceedings
and the potential outcomes of such actions may divert the attention and resources of our management team and board of directors away from
identifying and selecting a target business or businesses for our initial business combination and may negatively affect our reputation,
which may impede our ability to complete an initial business combination.
Since our sponsor, executive officers and directors will lose
their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may
acquire during or after our initial public offering), a conflict of interest may arise in determining whether a particular business combination
target is appropriate for our initial business combination.
On February 19, 2021, our sponsor paid $25,000,
or approximately $0.002 per share, to cover certain expenses on our behalf in consideration of 10,062,500 Class B ordinary shares,
par value $0.0001. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible.
In July 2021, our sponsor returned to us, for no consideration an aggregate of 4,312,500 Class B ordinary shares, which we canceled, resulting
in an aggregate of 5,750,000 Class B ordinary shares outstanding and held by our sponsor. In October 2021, our sponsor transferred 30,000
Class B ordinary shares to each of our independent directors. On November 2, 2021, the company issued an additional 862,5000 Class B ordinary
shares to the sponsor by way of the application of amounts standing to the credit of the share premium account of the company, resulting
in there being an aggregate of 6,612,500 Class B ordinary shares outstanding. The per share price of the founder shares was determined
by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do
not complete an initial business combination. In addition, our sponsor and BTIG purchased 12,190,000 private placement warrants, each
exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, in
a private placement that closed simultaneously with the closing of our initial public offering. If we do not consummate an initial business
combination within 15 months from the closing of our initial public offering, the private placement warrants will expire worthless. The
personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business
combination, completing an initial business combination and influencing the operation of the business following the initial business combination.
This risk may become more acute as the 15-month anniversary of the closing of our initial public offering nears, which is the deadline
for our consummation of an initial business combination.
We may issue notes or other debt securities, or otherwise incur
substantial debt, to complete an initial business combination, which may adversely affect our leverage and financial condition and thus
negatively impact the value of our shareholders’ investment in us.
We may choose to incur substantial debt to complete
our initial business combination. We 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, we do not
expect any issuance of debt to affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence
of debt could have a variety of negative effects, including:
| ● | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our
debt obligations; |
| ● | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach
certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
| ● | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
| ● | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing
while the debt is outstanding; |
| ● | our inability to pay dividends on our Class A ordinary shares; |
| ● | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for
dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
| ● | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
| ● | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government
regulation; |
| ● | 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; and |
| ● | reducing the per-share redemption amount received by public shareholders to less than $10.20 per public share. See “—
If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount
received by shareholders may be less than $10.20 per public share” and other risk factors herein. |
We may only be able to complete one business combination with
the proceeds of our initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent
on a single business, which may have a limited number of products or services and limited operating activities. This lack of diversification
may negatively impact our operations and profitability.
Of the net proceeds from our initial public offering
and the sale of the private placement warrants, as of December 31, 2021, $259,301,709 is available to complete our initial business combination
(after taking into account the $11,270,000 of deferred underwriting commissions being held in the trust account).
We may effectuate our initial business combination
with a single-target business or multiple-target businesses simultaneously or within a short period of time. However, we may not be able
to effectuate our initial business combination with more than one target business because of various factors, including the existence
of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating
results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial
business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory
developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting
of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different
areas of a single industry. Accordingly, the prospects for our success may be:
| ● | solely dependent upon the performance of a single business, property or asset; or |
| ● | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
This lack of diversification may subject us to
numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry
in which we may operate subsequent to our initial business combination.
We may attempt to simultaneously complete business combinations
with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased
costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several
businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete
our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens
and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated
with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.
If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
We may attempt to complete our initial business combination with
a private company about which little information is available, which may result in an initial business combination with a company that
is not as profitable as we suspected, if at all.
In pursuing our acquisition strategy, we may seek
to effectuate our initial business combination with a privately held company. Very little public information generally exists about private
companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of
limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
We may seek business combination opportunities with a high degree
of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
We may seek business combination opportunities
with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements,
to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as
successful as we anticipate.
To the extent we complete our initial business
combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent
in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our
management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to
properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve
our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that
we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control
or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful
as a combination with a smaller, less complex organization.
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 (so that we do not then become subject to the SEC’s “penny
stock” rules). As a result, we may be able to complete our initial business combination even though a substantial majority of our
public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial
business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or 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 cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association
or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders
may not support.
In order to effectuate a business combination,
blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their
warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds,
extended the time to consummate an initial business combination, and, with respect to their warrants, amended their warrant agreements
to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of
association require a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at
least a two-thirds (⅔) majority (or such higher threshold as specified in the company’s amended and restated articles of
association) of our ordinary shares who attend and vote at a general meeting of the company, extending the time in which we have to complete
an initial business combination will require the affirmative vote of holders of a majority of our voting power that vote at a meeting,
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 within 15 months from
the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A
ordinary shares. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered
through this registration statement, of which this prospectus forms a part, we would register, or seek an exemption from registration
for, the affected securities. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of
association or extend the time to consummate an initial business combination in order to effectuate our initial business combination.
The provisions of our amended and restated memorandum and articles
of association that relate to the rights of holders of our Class A ordinary shares (and corresponding provisions of the agreement
governing the release of funds from our trust account) may be amended with the approval of a special resolution under Cayman Islands law,
which requires the approval of the holders of at least a two-thirds (⅔) majority (or such higher threshold as specified in the
company’s amended and restated articles of association) of our ordinary shares who attend and vote at a general meeting of the company,
which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended
and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders
may not support.
Some other blank check companies have a provision
in their charter that prohibits the amendment of certain of its provisions, including those which relate to the rights of a company’s
shareholders, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions
typically requires approval by between 90% and 100% of the company’s shareholders. Our amended and restated memorandum and articles
of association provide that any of its provisions related to the rights of holders of our Class A ordinary shares (including the
requirement to deposit proceeds of our initial public offering and the placement of 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 under Cayman Islands law, and corresponding provisions of the trust agreement governing the release
of funds from our trust account may be amended if approved by holders of at least 65% of our ordinary shares; provided that the provisions
of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial
business combination may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend
and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. Our
sponsor and its permitted transferees, if any, who will collectively beneficially own, on an as-converted basis, 20% of our Class A
ordinary shares upon the closing of our initial public offering, will participate in any vote to amend our amended and restated memorandum
and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may
be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination
behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with
which 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 agreements with us, that they will not propose any amendment to our amended and restated memorandum and articles of
association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares
the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if
we do not complete our initial business combination within 15 months from the closing of our initial public offering or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders
with the opportunity to redeem their 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, these agreements and, as a result, will not have the ability to pursue remedies against
our sponsor, officers and directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would
need to pursue a shareholder derivative action, subject to applicable law.
In addition, in a vote to transfer the company
by way of continuation out of the Cayman Islands to another jurisdiction (including, but not limited to, the approval of the organizational
documents of the company in such other jurisdiction), which requires the approval of a special resolution, holders of our founder shares
will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share
and, as a result, our sponsor will be able to approve any such proposal without the vote of any other shareholder.
We may be unable to obtain additional financing to complete our
initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon
a particular business combination. If we have not consummated our initial business combination within the required time period, our public
shareholders may receive only approximately $10.20 per public share, or less than such amount in certain circumstances, on the liquidation
of our trust account and our warrants will expire worthless.
Although we believe that the net proceeds of our
initial public offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business
combination, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering
and the sale of the private placement warrants prove to be insufficient, either because of the size of our initial business combination,
the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of
shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions
to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon
the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The current
economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional financing proves
to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction
or abandon that particular business combination and seek an alternative target business candidate. If we have not consummated our initial
business combination within the required time period, our public shareholders may receive only approximately $10.20 per public share,
or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. In
addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund
the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the
continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing
to us in connection with or after our initial business combination.
Our sponsor controls 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 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 sponsor purchases any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this
would increase its control. Neither our sponsor nor, to our knowledge, any of our officers or directors have any current intention to
purchase additional securities. Factors that would be considered in making such additional purchases would include consideration of the
current trading price of our Class A ordinary shares. Assuming that only one-third of our issued and outstanding ordinary shares,
representing a quorum under our amended and restated memorandum and articles of association are voted, we will not need any public shares
in addition to our founder shares to be voted in favor of an initial business combination in order to have an initial business combination
approved. These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors, will make it more likely
that we will consummate our initial business combination. In addition, our board of directors, whose members were elected by our sponsor,
is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed
in each year. We may not hold an annual general meeting to appoint new directors prior to the completion of our initial business combination,
in which case all of the current directors will continue in office until at least the completion of the business combination. If there
is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will
be considered for appointment and our sponsor, because of its ownership position, will control the outcome, as only holders of our Class B
ordinary shares will have the right to vote on the appointment of directors and to remove directors prior to our initial business combination.
In addition, the founder shares, all of which are held by our sponsor, will, in a vote to transfer the company by way of continuation
out of the Cayman Islands to another jurisdiction (including, but not limited to, the approval of the organizational documents of the
company in such other jurisdiction), which requires the approval of a special resolution, entitle the holders to ten votes for every founder
share. This provision of our amended and restated memorandum and articles of association may only be amended by a special resolution.
As a result, you will not have any influence over our continuation in a jurisdiction outside the Cayman Islands prior to our initial business
combination. Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination.
In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent
of our sponsor.
Because we must furnish our shareholders with target business
financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective
target businesses.
The federal proxy rules require that a proxy statement
with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial
statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer
documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in
accordance with, or be reconciled to, 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 within the prescribed time frame.
Compliance obligations under the Sarbanes-Oxley Act may make
it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the
time and costs of completing a business combination.
Section 404 of the Sarbanes-Oxley Act requires
that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31,
2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth
company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal
control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley
Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial
business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.
The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and
costs necessary to complete any such business combination.
Our independent registered public accounting
firm's report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
As of December 31, 2021, we have incurred and expect to continue to incur costs in
pursuit of our financing and acquisition plans. We cannot assure you that our plans to raise capital or to consummate an initial business
combination will be successful. If we are unable to raise additional funds to alleviate liquidity needs and complete a business combination
by February 5, 2023 then we will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory
liquidation and subsequent dissolution raise substantial doubt about the our ability to continue as a going concern. The financial statements
contained elsewhere in this report do not include any adjustments that might result from our inability to continue as a going concern.
Risks Relating to the Post-Business Combination Company
Subsequent to our completion of our initial business combination,
we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative
effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of
your investment.
Even if we conduct extensive due diligence on a
target business with which we combine, we cannot assure you that this diligence will identify all material issues with a particular target
business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside
of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down
or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even
if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a
manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact
on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities.
In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming
pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who
choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders
are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the
breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring
a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination
contained an actionable material misstatement or material omission.
The officers and directors of an initial business combination
candidate may resign upon completion of our initial business combination. The loss of an initial business combination target’s key
personnel could negatively impact the operations and profitability of our post-combination business.
The role of an initial business combination 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 initial business combination candidate’s management team will remain associated with the initial business
combination 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 and may resign upon completion of our initial business combination. The loss of an initial business combination
target’s key personnel could negatively impact the operations and profitability of our post-combination business.
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 outstanding equity
interests or assets of a target business, but we will only complete such business combination if the post-business combination company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target
business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider
any transaction that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities
of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business
combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a
transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital
stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial
number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our
outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine
their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired.
Accordingly, this may make it more likely that our management will not be able to maintain control of the target business. We cannot provide
assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary
to profitably operate such business.
We may have a limited ability to assess the management of a prospective
target business and, as a result, may affect our initial business combination with a target business whose management may not have the
skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our shareholders’
investment in us.
When evaluating the desirability of effecting our
initial business combination with a prospective target business, our ability to assess the target business’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 shareholders who choose to retain their securities following
the initial business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy
for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors
of a duty of care or other fiduciary duty owed to 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.
Risks Associated with Acquiring and Operating a Business in Foreign
Countries
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:
| ● | costs and difficulties inherent in managing cross-border business operations; |
| ● | rules and regulations regarding currency redemption; |
| ● | complex corporate withholding taxes on individuals; |
| ● | laws governing the manner in which future business combinations may be effected; |
| ● | exchange listing and/or delisting requirements; |
| ● | tariffs and trade barriers, including the impact of ongoing trade wars between the United States and foreign countries; |
| ● | regulations related to customs and import/export matters; |
| ● | local or regional economic policies and market conditions; |
| ● | unexpected changes in regulatory requirements; |
| ● | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
| ● | currency fluctuations and exchange controls; |
| ● | challenges in collecting accounts receivable; |
| ● | cultural and language differences; |
| ● | underdeveloped or unpredictable legal or regulatory systems; |
| ● | protection of intellectual property; |
| ● | social unrest, crime, strikes, riots and civil disturbances; |
| ● | regime changes and political upheaval; |
| ● | terrorist attacks, natural disasters and wars; and |
| ● | deterioration of political relations with the United States. |
We may not be able to adequately address these
additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such
combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.
We may migrate to or merge with and into another entity in another
jurisdiction in connection with our initial business combination and such migration or merger 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 warrant holder to recognize taxable
income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is
a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders
or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.
We may migrate to or merge with and into another entity 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.
In a vote to transfer the company by way of continuation out of the Cayman Islands to another jurisdiction (including, but not limited
to, the approval of the organizational documents of the company in such other jurisdiction), which requires the approval of a special
resolution, holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will
have one vote for every Class A ordinary share and, as a result, our sponsor will be able to approve any such proposal without the vote
of any other shareholder.
We are subject to changing law and regulations regarding regulatory
matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
We are subject to rules and regulations by various
governing bodies, including, for example, the SEC, which is charged with the protection of investors and the oversight of companies whose
securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing
laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion
of management time and attention from seeking a business combination target.
Moreover, because these laws, regulations and standards
are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution
may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure
and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty
and our business may be harmed.
If our management following our initial business combination
is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could
lead to various regulatory issues.
Following our initial business combination, our
management may resign from their positions as officers or directors of the company and the management of the target business at the time
of the business combination will remain in place. Management of the target business may not be familiar with United States securities
laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar
with such laws. This could be expensive and time-consuming and could lead to various regulatory issues, which may adversely affect our
operations.
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.
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 any 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.
Risks Relating to our Management Team
We are dependent upon our executive officers and directors and
their loss could adversely affect our ability to operate.
Our operations are dependent upon a relatively
small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued
service of our officers and directors, at least until we have completed our initial business combination. In addition, our executive officers
and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest
in allocating their time among various business activities, including identifying potential business combinations and monitoring the related
due diligence. Moreover, certain of our officers and directors have time and attention requirements for investment vehicles of which Sponsor
Affiliate and its affiliates are the investment managers. We do not have an employment agreement with, or key-man insurance on the life
of, any of our directors or officers.
The unexpected loss of the services of one or more
of our directors or officers could have a detrimental effect on us.
Our ability to successfully effect our initial business combination
and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our
initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination
business.
Our ability to successfully effect our initial
business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however,
cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management, director
or advisory positions following our initial business combination, it is likely that some or all of the management of the target business
will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot
assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements
of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with
such requirements.
In addition, the officers and directors of a business
combination candidate may resign upon completion of our initial business combination. The departure of a business combination target’s
key personnel could negatively impact the operations and profitability of our post-combination business. The role of a business combination
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 a business combination candidate’s management team will remain associated with the business
combination candidate following our initial business combination, it is possible that members of the management of a business combination
candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our
post-combination business.
Our key personnel may negotiate employment or consulting agreements
with a target business in connection with a particular business combination, and a particular business combination may be conditioned
on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial
business combination and, as a result, may cause them to have conflicts of interest in determining whether a particular business combination
is the most advantageous.
Our key personnel may be able to remain with our
company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements
in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination
and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would
render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention
or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation
in identifying and selecting a target business. In addition, pursuant to an agreement entered into prior to the closing of our initial
public offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals
for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights
agreement.
Our executive officers and directors will allocate their time
to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict
of interest could have a negative impact on our ability to complete our initial business combination.
Our executive officers and directors are not required
to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our
operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior
to the completion of our initial business combination. Certain of our executive officers are engaged in several other business endeavors
for which he or she may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific
number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our
executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs
in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact
on our ability to complete our initial business combination.
Certain of our officers and directors presently have, and any
of them in the future may have, additional fiduciary or contractual obligations to other entities, including other blank check companies,
and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
Until we consummate our initial business combination,
we intend to engage in the business of identifying and combining with one or more businesses or entities. Certain of our officers and
directors presently have, 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, each
of our officers and directors, including Michael Stern, 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 sponsor, officers and directors
may in the future become affiliated with other 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 we renounce, to the maximum extent permitted by law,
our interest or expectancy in, or in being offered an opportunity to participate in any business combination opportunity which may be
a corporate opportunity for both us and our sponsor and another entity, including any entities managed by our sponsor or its affiliates
and any companies in which our sponsor or such entities have invested or about which any of our officers or directors acquires knowledge
and we will waive any claim or cause of action we may have in respect thereof. In addition, our amended and restated articles of association
contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation
or duty to our company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present
such business opportunity.
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 the company’s best interests. If this were the case, and the directors fail to act in accordance with their fiduciary duties
to us as a matter of Cayman Islands law, we may have a claim against such individuals.
Risks Relating to our Securities
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 earliest to occur of: (i) our completion of an initial business combination, and then
only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations
described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended
and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of
our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem
100% of our public shares if we do not complete our initial business combination within 15 months from the closing of our initial public
offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) the
redemption of our public shares if we have not consummated an initial business combination within 15 months from the closing of our initial
public offering, subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary
shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from
the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial
business combination within 15 months from the closing of our initial public offering, with respect to such Class A ordinary shares
so redeemed. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders
of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate
your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
The Nasdaq may delist our securities from trading on its exchange,
which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
Our securities are currently listed on the Nasdaq.
However, we cannot assure you that our securities will continue to be, listed on the Nasdaq in the future or prior to our initial business
combination. In order to continue listing our securities on the Nasdaq prior to 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, our Units will not be traded after
completion of our initial business combination and, in connection with our initial business combination, we will be required to demonstrate
compliance with the Nasdaq initial listing requirements, which are more rigorous than the Nasdaq continued listing requirements, in order
to continue to maintain the listing of our securities on the Nasdaq.
For instance, in order for our shares to be listed
upon the consummation of our business combination, at such time our share price would generally be required to be at least $4.00 per share
and our shareholders’ equity would generally be required to be at least $5.0 million. We cannot assure you that we will be able
to meet those listing requirements at that time.
If the Nasdaq delists any of our securities from
trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities
could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
| ● | a limited availability of market quotations for our securities; |
| ● | reduced liquidity for our securities; |
| ● | a determination that our Class A ordinary shares are a “penny stock,” which will require brokers trading in our Class A
ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading
market for our securities; |
| ● | a limited amount of news and analyst coverage; and |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
The National Securities Markets Improvement Act
of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred
to as “covered securities.” Because our Units, Class A ordinary shares and warrants are listed on the Nasdaq, our Units,
Class A ordinary shares and warrants qualify as covered securities under the statute. Although the states are preempted from regulating
the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and,
if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.
While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies,
other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers,
or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer
listed on the 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.
Because we are incorporated under the laws of the Cayman Islands,
you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be
limited.
We are an exempted company incorporated under the
laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon
our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs are governed by our amended
and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time)
and the common law of the Cayman Islands. We are also subject to the federal securities laws of the United States. The rights of shareholders
to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under
Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived
in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose
courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary
responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent
in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the
United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law.
In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United
States.
We have been advised by our Cayman Islands legal
counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United
States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in
original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the
federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature.
In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the
courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without
retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation
to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman
Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty,
inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner,
or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive
or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent
proceedings are being brought elsewhere.
As a result of all of the above, public shareholders
may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or
controlling shareholders than they would as public shareholders of a United States company.
After our initial business combination, it is possible that a
majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States;
therefore investors may not be able to enforce federal securities laws or their other legal rights.
It is possible that after our initial business
combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside
of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their
legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated
upon civil liabilities and criminal penalties on our directors and officers under United States laws.
Provisions in our amended and restated memorandum and articles
of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A
ordinary shares and could entrench management.
Our amended and restated memorandum and articles
of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best
interests. These provisions include a staggered board of directors, the ability of the board of directors to designate the terms of and
issue new series of preference shares, and the fact that prior to the completion of our initial business combination, only holders of
our Class B ordinary shares, which have been issued to our sponsor, are entitled to vote on the appointment of directors, which may
make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing
market prices for our securities.
Since only holders of our founder shares will have the right
to vote on the appointment of directors, upon the listing of our shares on the Nasdaq, the Nasdaq may consider us to be a “controlled
company” within the meaning of the Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance
requirements.
Only holders of our founder shares have the right
to vote on the appointment of directors. As a result, the Nasdaq may consider us to be a “controlled company” within the meaning
of the Nasdaq corporate governance standards. Under the Nasdaq corporate governance standards, a company of which more than 50% of the
voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with
certain corporate governance requirements, including the requirements that:
| ● | we have a board that includes a majority of “independent directors,” as defined under the rules of the Nasdaq; |
| ● | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing
the committee’s purpose and responsibilities; and |
| ● | director nominations be made, or recommended to the full board, by our independent directors or by a nominating committee of our board
that is composed entirely of independent directors with a written charter or resolution addressing the committee’s purpose and responsibilities. |
We do not intend to utilize these exemptions and
intend to comply with the corporate governance requirements of the Nasdaq, subject to applicable phase-in rules. However, if we determine
in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies
that are subject to all of the Nasdaq corporate governance requirements.
We may amend the terms of the warrants in a manner that may be
adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result,
the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary
shares purchasable upon exercise of a warrant could be decreased, all without your approval.
Our warrants were issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides
that the terms of the warrants may be amended without the consent of any holder (i) to cure any ambiguity or correct any mistake,
including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement
set forth in this prospectus, or to cure, correct or supplement any defective provision, or (ii) to add or change any other provisions
with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or
desirable and that the parties deem to not adversely affect the interests of the registered holders of the warrants. The warrant agreement
requires the approval by the holders of at least 50% of the then outstanding public warrants in order to make any change that adversely
affects the interests of the registered holders. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder
if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms
of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments
could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, 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 a court of the State of New York or the United States District Court for the Southern District of
New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to:
(x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought
in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon
such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent
for such warrant holder.
This choice-of-forum provision may limit a warrant
holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage
such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect
to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters
in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result
in a diversion of the time and resources of our management and board of directors.
A provision of our warrant agreement may make it more difficult
for us to consummate an initial business combination.
Unlike most blank check companies, if (i) we issue
additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial
business combination at a Newly Issued Price of less than $9.20 per ordinary share, (ii) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination
on the date of the consummation of our initial business combination (net of redemptions), and (iii) the Market Value is below $9.20 per
share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued
Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of
the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination
with a target business.
Our management’s ability to require holders of our warrants
to exercise such warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants
than they would have received had they been able to exercise their warrants for cash.
If we call our public warrants for redemption,
our management will have the option to require any holder that wishes to exercise his warrant (including any private placement warrants)
to do so on a “cashless basis.” If our management chooses to require holders to exercise their warrants on a cashless basis,
the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised
his warrants for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our
company.
We may redeem your unexpired warrants prior to their exercise
at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem the outstanding public
warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that
the closing price of our Class A ordinary shares equals or exceeds $18.00 per share 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. We may not redeem the warrants when a holder may not exercise such warrants. Redemption of the outstanding warrants could force you
(i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to
sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to 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. None of the private placement warrants will be redeemable by us so long as they are held by their initial purchasers
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 issued warrants to purchase 6,612,500 Class A
ordinary shares as part of the Units offered by our initial public offering and, simultaneously with the closing of our initial public
offering, we issued in a private placement an aggregate of 12,190,000 private placement warrants, each exercisable to purchase one Class A
ordinary share at $11.50 per share, subject to adjustment. In addition, if the sponsor, its affiliates or a member of our management team
makes any working capital loans, it may convert up to $1,500,000 of such loans into up to an additional 1,500,000 private placement warrants,
at the price of $1.00 per warrant.
To the extent we issue ordinary shares for any
reason, including to effectuate a business combination, the potential for the issuance of a substantial number of additional Class A
ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants,
when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A
ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business
transaction or increase the cost of acquiring the target business.
We are not registering the Class A ordinary shares issuable
upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in
place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on
a cashless basis and potentially causing such warrants to expire worthless.
We are not registering the Class A ordinary
shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms
of the warrant agreement, we have agreed that, as soon as practicable after the closing of our initial business combination, we will use
our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, and we will use
our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business
combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary
shares until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events
arise which represent a fundamental change in the information set forth in the registration statement or prospectus relating to our initial
public offering, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC
issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with
the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will
be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their
warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the
exercising holder or an exemption from registration is available. If the issuance of the shares upon exercise of the warrants is not so
registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such
warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase
of Units will have paid the full unit purchase price solely for the Class A ordinary shares included in the Units. We may not redeem
the warrants when a holder may not exercise such warrants. However, there may be instances in which holders of our public warrants may
be unable to exercise such public warrants but holders of our private warrants may be able to exercise such private warrants.
An investor will only be able to exercise a warrant if the issuance
of Class A ordinary shares upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state
of residence of the holder of the warrants.
No warrants will be exercisable and we will not
be obligated to issue Class A ordinary shares unless the Class A ordinary shares issuable upon such exercise has been registered
or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. If the Class A
ordinary shares issuable upon exercise of the warrants are not qualified or exempt from qualification in the jurisdictions in which the
holders of the warrants reside, the warrants may be deprived of any value, the market for the warrants may be limited and they may expire
worthless if they cannot be sold.
The warrants may become exercisable and redeemable for a security
other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.
In certain situations, including if we are not
the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A
ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may
receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company
will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within twenty
business days of the closing of an initial business combination.
The grant of registration rights to our sponsor 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 in connection with our initial public offering, our sponsor and its permitted transferees can demand that we register the resale
of the Class A ordinary shares into which founder shares are convertible, the private placement warrants and the Class A ordinary
shares issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion of working capital loans
and the Class A ordinary shares issuable upon conversion of such warrants. We will bear the cost of registering these securities.
The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect
on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business
combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake
they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our securities
that is expected when the securities owned by our sponsor or its permitted transferees are registered for resale.
General Risk Factors
We are a recently incorporated company with no operating history
and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a recently formed company, incorporated
under the laws of the Cayman Islands, with no operating results. Because we lack an operating history, you have no basis upon which to
evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses.
We may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never
generate any operating revenues.
Past performance by our management team or their respective affiliates
may not be indicative of future performance of an investment in us.
Information regarding performance is presented
for informational purposes only. Any past experience or performance of our management team and their respective affiliates is not a guarantee
of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination
that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative
of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. Our management has
no experience in operating special purpose acquisition companies.
Cyber incidents or attacks directed at us could result in information
theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information
systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and
deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the
cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early
stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.
We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.
It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial
loss.
We 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 within the meaning of section
1297(a) of the Code, for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our Class A
ordinary shares or warrants, such U.S. Holder may be subject to adverse U.S. federal income tax consequences and additional reporting
requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception.
Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be
any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurance with respect to our status as a
PFIC for our current taxable year or any subsequent taxable year. Our PFIC status for any taxable year will not be determinable until
after the end of such taxable year. 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 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 within the meaning of section 1295 of
the Code, but there can be no assurance that we will timely provide such required information, and such election would be unavailable
with respect to our warrants in all cases. We urge U.S. investors to consult their tax advisors regarding the possible application of
the PFIC rules.
We 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 the end of the second fiscal quarter of that year, in which case
we would no longer be an emerging growth company as of the following end of such fiscal year. We cannot predict whether investors will
find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as
a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may
be a less active trading market for our securities and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act
exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such 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 and, if their revenues are less than
$100 million, not providing an independent registered public accounting firm attestation on internal control over financial reporting.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates exceeds $250 million as of the end of the second fiscal quarter of that year, or (2) our annual revenues
exceeded $100 million during such completed year and the market value of our ordinary shares held by non-affiliates exceeds $700 million
as of the end of the second fiscal quarter of that year. 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.