An investment in our securities
involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained
in this Annual Report, including our financial statements and related notes, 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. The risks and uncertainties
described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe
are not material, may also become important factors that adversely affect our business, financial condition and operating results.
Risks Relating to Our Search for, and Consummation
of or Inability to Consummate, a Business Combination
Our Public Shareholders may not be afforded
an opportunity to vote on our Business Combination, which means we may complete our initial Business Combination even though a majority
of our Public Shareholders do not support such a combination.
We may not hold a shareholder
vote to approve our initial Business Combination unless the Business Combination would require shareholder approval under applicable law
or stock exchange rules or if we decide to hold a shareholder vote for business or other reasons. For instance, Nasdaq listing rules currently
allow us to engage in a tender offer in lieu of a shareholder meeting, but would still require us to obtain shareholder approval if we
were seeking to issue more than 20% of our issued and outstanding shares to a target business as consideration in any Business Combination.
Therefore, if we were structuring a Business Combination that required us to issue more than 20% of our issued and outstanding shares,
we would seek shareholder approval of such Business Combination. However, except as required by applicable law or stock exchange rules,
the decision as to whether we will seek shareholder approval of a proposed Business Combination or will allow shareholders to sell their
shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing
of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may
consummate our initial Business Combination even if holders of a majority of the issued and outstanding ordinary shares do not approve
of the Business Combination we consummate.
If we seek shareholder approval of our initial
Business Combination, our initial shareholders, directors and officers have agreed to vote in favor of such initial Business Combination,
regardless of how our Public Shareholders vote.
Unlike some other blank check
companies in which the initial shareholders agree to vote their Founder Shares in accordance with the majority of the votes cast by the
Public Shareholders in connection with an initial Business Combination, our initial shareholders, directors and officers have agreed (and
their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their Founder Shares
and any Public Shares held by them in favor of our initial Business Combination. A quorum for such meeting will be present if the one-third of
our issued and outstanding ordinary shares entitled to vote at the meeting are represented in person or by proxy. Our initial shareholders,
directors and officers will count toward this quorum and, pursuant to the letter agreement, our initial shareholders, directors and officers
have agreed to vote any Founder Shares and Public Shares held by them (including any shares purchased in the open market and privately
negotiated transactions) in favor of our initial Business Combination. As a result, in addition to our initial shareholders’ Founder
Shares, we would need 7,500,001, or 37.5% (assuming all issued and outstanding shares are voted), or none (assuming only the minimum number
of shares representing a quorum, being one-third of our issued and outstanding ordinary shares entitled to vote at the meeting, are
voted), of the 20,000,000 Public Shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination in
order to have such initial Business Combination approved. Our directors and officers have also entered into the letter agreement, imposing
similar obligations on them with respect to Public Shares acquired by them, if any. We expect that our initial shareholders and their
permitted transferees will own at least 20% of our issued and outstanding ordinary shares at the time of any such shareholder vote. Accordingly,
if we seek shareholder approval of our initial Business Combination, it is more likely that the necessary shareholder approval will be
received than would be the case if such persons agreed to vote their Founder Shares in accordance with the majority of the votes cast
by our Public Shareholders. The agreement by our initial shareholders, directors and officers to vote in favor of our initial Business
Combination and our quorum threshold 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 will be limited to the exercise of your right to redeem your shares from us for cash,
unless we seek shareholder approval of such Business Combination.
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 and may not allow us to complete the most desirable Business Combination
or optimize our capital structure.
We may seek to enter into
a Business Combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net
worth or a certain amount of cash. If too many Public Shareholders exercise their redemption rights, we would not be able to meet such
closing condition and, as a result, would not be able to proceed with the Business Combination. The amount of the deferred underwriting
commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with a Business Combination
and such amount of deferred underwriting discount is not available for us to use as consideration in an initial Business Combination.
If we are able to consummate an initial Business Combination, the per-share value of shares held by non-redeeming shareholders
will reflect our obligation to pay and the payment of the deferred underwriting commissions. Furthermore, in no event will we redeem our
Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater
net tangible asset or cash requirement that may be contained in the agreement relating to our initial Business Combination.
Consequently, if accepting
all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary
to satisfy a closing condition as described above, we would not proceed with such redemption and the related Business Combination and
may instead search for an alternate Business Combination (including, potentially, with the same target). Prospective targets will be aware
of these risks and, thus, may be reluctant to enter into a Business Combination transaction with us.
The ability of our Public Shareholders to
exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable Business Combination
or optimize our capital structure.
At the time we enter into
an agreement for our initial Business Combination, we will not know how many shareholders may exercise their redemption rights and, therefore,
we will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption.
If our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price,
or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet
such requirements, or arrange for third-party financing. In addition, if a larger number of shares is submitted for redemption than
we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange
for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence
of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable Business
Combination available to us or optimize our capital structure.
The ability of our Public Shareholders to
exercise redemption rights with respect to a large number of our shares could increase the probability that our initial Business Combination
would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If our initial Business Combination
agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount
of cash at closing, the probability that our initial Business Combination would be unsuccessful increases. If our initial Business Combination
is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account. If you are in
need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a
discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment
or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the
open market.
The requirement that we complete our initial
Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a Business
Combination and may limit the time we have in which to conduct due diligence on potential Business Combination targets, in particular
as we approach our dissolution deadline, which could undermine our ability to complete our initial Business Combination on terms that
would produce value for our shareholders.
Any potential target business
with which we enter into negotiations concerning a Business Combination will be aware that we must complete our initial Business Combination
within 18 months (or up to 24 months if our Sponsor exercises its extension options) from the closing of the 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 end of the 18-month (or up to 24-month if
our Sponsor exercises its extension options) period. 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. In July 2021, the SEC charged
a special purpose acquisition company for misleading disclosures, which could have been corrected with more adequate due diligence, and
obtained substantial relief against the special purpose acquisition company and its Sponsor. Although we will invest in due diligence
efforts and commit management time and resources to such efforts, there can be no assurance that our due diligence will unveil all potential
issues with a target business and that we or our Sponsor will not become subject to regulatory actions related to such efforts.
We may not be able to complete our initial
Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up
and we would redeem our Public Shares and liquidate, in which case our Public Shareholders may receive only $10.20 per share, or less
than such amount in certain circumstances, and our warrants will expire worthless.
Our Sponsor, directors and
officers have agreed that we must complete our initial Business Combination within 18 months (or up to 24 months if our Sponsor
exercises its extension options) from the closing of the Initial Public Offering. We may not be able to find a suitable target business
and complete our initial Business Combination within such time period. Our ability to complete our initial Business Combination may be
negatively impacted by general market conditions, volatility in the equity and debt markets and the other risks described herein, including
as a result of terrorist attacks, natural disasters, global hostilities, or a significant outbreak of infectious diseases. For example,
the COVID-19 pandemic continues both in the U.S. and globally and, while the extent of the impact of the COVID-19 pandemic on us
will depend on future developments, it could limit our ability to complete our initial Business Combination, including as a result of
increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or
at all. Additionally, the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters, global hostilities, or
a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire. It may also have the effect
of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our
securities and cross-border transactions.
If we have not completed
our initial Business Combination within such time period, we will: (1) cease all operations except for the purpose of winding up;
(2) as promptly as reasonably possible but not more than 10 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 (less up to $100,000 of interest
to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding
Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive
further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under
Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our Public Shareholders
may receive only $10.20 per share, or less than $10.20 per share, on the redemption of their shares, and our warrants will expire worthless.
See “Risk Factors — 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 share” and other risk factors herein.
Our search for a Business Combination, and
any target business with which we ultimately consummate a Business Combination, may be materially adversely affected by the COVID-19 pandemic
and other events and the status of debt and equity markets.
The COVID-19 pandemic, together
with resulting voluntary and U.S. federal and state and non-U.S. governmental actions, including, without limitation, mandatory business
closures, public gathering limitations, restrictions on travel and quarantines, has meaningfully disrupted the global economy and markets.
Although the long-term economic fallout of the COVID-19 pandemic is difficult to predict, it has and is expected to continue
to have ongoing material adverse effects across many, if not all, aspects of the regional, national and global economy. The COVID-19 pandemic
has resulted in, and a significant pandemic of other infectious diseases could result in, a widespread health crisis that has, and in
the future could, materially adversely affect the economies and financial markets worldwide, and the business of any potential target
business with which we may consummate a Business Combination could be materially adversely affected. Furthermore, we may be unable to
complete an initial Business Combination if concerns relating to COVID-19 or other events restrict travel, limit the ability to have meetings
with potential investors, limit the ability to conduct due diligence or limit the ability of a potential target company’s personnel,
vendors and services providers to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts
our search for an initial 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 and perceptions to COVID-19 and its variants and the actions
to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other events (such as terrorist
attacks, natural disasters or a significant outbreak of other infectious diseases) continue for a prolonged period of time, our ability
to consummate a Business Combination, or the operations of a target business with which we ultimately consummate a Business Combination,
may be materially adversely affected.
In addition, our ability
to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and
other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable
on terms acceptable to us or at all.
Finally, the COVID-19 pandemic
or other events (such as terrorist attacks, natural disasters, global hostilities, or a significant outbreak of other infectious diseases)
may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related
to the market for our securities and cross-border transactions.
If we seek shareholder approval of our initial
Business Combination, our Sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase shares or
warrants from Public Shareholders or warrant holders, which may influence a vote on a proposed Business Combination and reduce the public
“float” of our securities.
If we seek shareholder approval
of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to
the tender offer rules, our Sponsor, directors, officers, advisors or any of their respective 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.
Any such price per share
may be different than the amount per share a Public Shareholder would receive if it elected to redeem its shares in connection with our
initial Business Combination. Additionally, at any time at or prior to our initial Business Combination, subject to applicable securities
laws (including with respect to material non-public information), our Sponsor, directors, officers, advisors or any of their respective
affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their
Public Shares in favor of our initial Business Combination or not redeem their Public Shares. However, our Sponsor, directors, officers,
advisors or any of their respective affiliates are under no obligation or duty to do so and 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. The purpose of such
purchases could be to vote such shares in favor of our initial Business Combination and thereby increase the likelihood of obtaining shareholder
approval of our initial Business Combination or to satisfy a closing condition in an agreement with a target that requires us to have
a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement
would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding
or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial Business Combination.
This may result in the completion of our initial Business Combination that may not otherwise have been possible.
In addition, if such purchases
are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly
making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
If a shareholder fails to receive notice
of our offer to redeem our Public Shares in connection with our initial Business Combination, or fails to comply with the procedures for
tendering its shares, such shares may not be redeemed.
We will comply with the tender
offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial Business Combination. Despite our
compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may
not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that
we will furnish to holders of our Public Shares in connection with our initial Business Combination will describe the various procedures
that must be complied with in order to validly tender or redeem Public Shares. In the event that a shareholder fails to comply with these
procedures, its shares may not be redeemed.
You are not entitled to certain protections
afforded to investors of some other blank check companies.
We are exempt from certain
rules promulgated by the SEC related to certain blank check companies, such as Rule 419. Accordingly, investors are not afforded
the benefits or protections of those rules. Among other things, this means we will have a longer period of time to complete our initial
Business Combination than do companies subject to Rule 419. Moreover, if the Initial Public Offering was subject to Rule 419, that
rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust
Account were released to us in connection with our completion of an initial Business Combination.
If we seek shareholder approval of our initial
Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders
are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess
of 15% of our Class A ordinary shares.
If we seek shareholder approval
of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to
the tender offer rules, our amended and restated memorandum and articles of association 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 the Initial Public Offering, which we refer to as the “Excess Shares,” without our prior consent.
However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial Business Combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our
initial Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.
Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial Business Combination.
And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required
to sell your shares in open market transactions, potentially at a loss.
Because of our limited resources and the
significant competition for Business Combination opportunities, it may be more difficult for us to complete our initial Business Combination.
If we have not completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately
$10.20 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.
We expect to encounter intense
competition from other entities having a business objective similar to ours, including private investors (which may be individuals or
investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses
we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting,
directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors
possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively
limited when contrasted with those of many of these competitors. Additionally, the number of blank check companies looking for Business
Combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons
that have significant experience with completing Business Combinations. While we believe there are numerous target businesses we could
potentially acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our ability to
compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.
This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore,
in the event we seek shareholder approval of our initial Business Combination and we are obligated to pay cash for our Class A ordinary
shares, it will potentially reduce the resources available to us for our initial Business Combination. Any of these obligations may place
us at a competitive disadvantage in successfully negotiating a Business Combination. If we have not completed our initial Business Combination
within the required time period, our Public Shareholders may receive only approximately $10.20 per share, or less in certain circumstances,
on the liquidation of our Trust Account and our warrants will expire worthless. See “Risk Factors — 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 share” and other risk factors herein.
As the number of special purpose acquisition
companies increases, there may be more competition to find an attractive target for an initial Business Combination. This could increase
the costs associated with completing our initial Business Combination and may result in our inability to find a suitable target for our
initial Business Combination and/or complete our initial Business Combination.
In recent years, the number
of special purpose acquisition companies that have been formed has increased substantially. Many companies have entered into Business
Combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies seeking targets
for their initial Business Combination, as well as many additional special purpose acquisition companies currently in registration. As
a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to identify a suitable
target for an initial Business Combination and/or complete our initial Business Combination.
In addition, because there
are more special purpose acquisition companies seeking to enter into an initial Business Combination with available targets, the competition
for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved
financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical
tensions or increases in the cost of additional capital needed to close Business Combinations or operate targets post-Business Combination.
This could increase the cost of, delay or otherwise complicate or frustrate our ability to find a suitable target for and/or complete
our initial Business Combination.
If the funds not being held in the Trust
Account are insufficient to allow us to operate for at least the 18 months (or up to 24 months if our Sponsor exercises its extension
options) following the closing of the Initial Public Offering, we may be unable to complete our initial Business Combination.
The funds available to us
outside of the Trust Account may not be sufficient to allow us to operate for at least the 18 months (or up to 24 months if
our Sponsor exercises its extension options) following the closing of the Initial Public Offering, assuming that our initial Business
Combination is not completed during that time. We have incurred and expect to continue to incur significant costs in pursuit of our acquisition
plans. Management’s plans to address this need for capital through potential loans from certain of our affiliates are discussed
in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” However, our affiliates
are not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary
to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern
at such time.
Of the funds available to
us, we could use a portion of the funds to pay fees to consultants to assist us with our search for a target business. We could also use
a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements
designed to keep target businesses from “shopping” around for transactions with other companies 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 enter into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business
and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds
to continue searching for, or conduct due diligence with respect to, a target business. If we have not completed our initial Business
Combination within the required time period, our Public Shareholders may receive only approximately $10.20 per share, or less in certain
circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. See “Risk Factors — 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 share” and other risk factors herein.
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.
Recently, the market for
directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our team. Fewer
insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally
increased and the terms of such policies have generally become less favorable. These trends may continue into the future.
The increased cost and decreased
availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete
an initial Business Combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming
a public company, the post-Business Combination entity might need to incur greater expense and/or accept less favorable terms. Furthermore,
any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-Business Combination’s
ability to attract and retain qualified officers and directors.
In addition, after completion
of any initial Business Combination, our directors and officers could be subject to potential liability from claims arising from conduct
alleged to have occurred prior to such initial Business Combination. As a result, in order to protect our directors and officers, the
post-Business Combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”).
The need for run-off insurance would be an added expense for the post-Business Combination entity and could interfere with or frustrate
our ability to consummate an initial Business Combination on terms favorable to our investors.
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 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 (other than our independent registered public accounting firm), prospective target businesses and other entities with which
we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust
Account for the benefit of our Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements
they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach
of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order
to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses
to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives
available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such
third party’s engagement would be significantly more beneficial to us than any alternative.
Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute
a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that
such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we
have not completed our initial Business Combination within the required time period, or upon the exercise of a redemption right in connection
with our initial Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may
be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by Public
Shareholders could be less than the $10.20 per Public Share initially held in the Trust Account, due to claims of such creditors.
Our Sponsor has agreed that
it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm)
for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction
agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per
Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust
assets, in each case net of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver
of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the Initial
Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver
is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims.
We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our
Sponsor’s only assets are securities of our Company. Our Sponsor may not have sufficient funds available to satisfy those obligations.
We have not asked our Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations.
As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination
and redemptions could be reduced to less than $10.20 per Public Share. In such event, we may not be able to complete our initial Business
Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our directors
or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Our directors may decide not to enforce
the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution
to our Public Shareholders.
In the event that the proceeds
in the Trust Account are reduced below the lesser of (1) $10.20 per Public Share or (2) such lesser amount per Public Share
held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in
each case net of interest which may be withdrawn to pay taxes, 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 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 share.
The securities in which we invest the funds
held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the
per-share redemption amount received by Public Shareholders may be less than $10.20 per share.
The proceeds held in the
Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market
funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government
treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have
briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent
years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar
policies in the United States. In the event that we are unable to complete our initial Business Combination or make certain amendments
to our amended and restated memorandum and articles of association, our Public Shareholders are entitled to receive their pro rata share
of the proceeds held in the Trust Account, plus any interest income, net of taxes paid or payable (less, in the case
we are unable to complete our initial Business Combination, $100,000 of interest). Negative interest rates could reduce the value of the
assets held in trust such that the per-share redemption amount received by Public Shareholders may be less than $10.20 per share.
Negative interest rates could also reduce the amount of funds we have available to complete our initial Business Combination.
If, after we distribute the proceeds in
the Trust Account to our Public Shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or
bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and
the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members
of our board of directors and us to claims of punitive damages.
If, after we distribute the
proceeds in the Trust Account to our Public Shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary
winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders
could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a liquidator 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 by paying Public Shareholders from the Trust Account prior to addressing
the claims of creditors, thereby exposing itself and us to claims of punitive damages.
If, before distributing the proceeds in
the Trust Account to our Public Shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or
bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority
over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our
liquidation may be reduced.
If, before distributing the
proceeds in the Trust Account to our Public Shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary
winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account
could be subject to applicable insolvency law, and may be included in our liquidation estate and subject to the claims of third parties
with priority over the claims of our shareholders. To the extent any liquidation claims deplete the Trust Account, the per-share amount
that would otherwise be received by our shareholders in connection with our liquidation would 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. |
We do not believe that our
anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the Trust Account may be invested
by the trustee only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely
in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of
the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated
under 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 completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately
$10.20 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
Changes in laws or regulations, or how such
laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business,
including our ability to negotiate and complete our initial Business Combination, and results of operations.
We are and will be 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, our Business Combination may be contingent on our ability to comply with certain laws and regulations and
any post-Business Combination company may be subject to additional laws and regulations. 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, including as a result of changes in economic, political, social and government policies, and those
changes could have a material adverse effect on our business, including our ability to negotiate and complete our initial Business Combination,
and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have
a material adverse effect on our business, including our ability to negotiate and complete our initial Business Combination, and results
of operations.
If we have not completed our initial Business
Combination within 18 months (or up to 24 months if our Sponsor exercises its extension options) of the closing of the Initial Public
Offering, our Public Shareholders may be forced to wait beyond such 18 months (or up to 24 months if our Sponsor exercises its extension
options) before redemption from our Trust Account.
If we have not completed
our initial Business Combination within 18 months (or up to 24 months if our Sponsor exercises its extension options) from the
closing of the Initial Public Offering, we will distribute the aggregate amount then on deposit in the Trust Account, including interest
(less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to our Public
Shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described
herein. Any redemption of Public Shareholders from the Trust Account shall be effected automatically by function of our amended and restated
memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the Trust Account and
distribute such amount therein, pro rata, to our Public Shareholders, as part of any liquidation process, such winding up, liquidation
and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond
the initial 18 months (or up to 24 months if our Sponsor exercises its extension options) before the redemption proceeds of
our Trust Account become available to them and they receive the return of their pro rata portion of the proceeds from our Trust Account.
We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate
our initial Business Combination or amend certain provisions of our amended and restated memorandum and articles of association and then
only in cases where investors have properly sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation
will Public Shareholders be entitled to distributions if we have not completed our initial Business Combination within the required time
period and do not amend certain provisions of our amended and restated memorandum and articles of association prior thereto.
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, and 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 offense and may be liable for a fine of up to approximately $18,300
and to imprisonment for up to five years in the Cayman Islands.
We may not hold an annual general meeting
until after the consummation of our initial Business Combination. Our Public Shareholders will not have the right to elect or remove directors
prior to the consummation of our initial Business Combination.
In accordance with Nasdaq
corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end
following our listing on Nasdaq. There is no requirement
under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general
meeting, Public Shareholders may not be afforded the opportunity to discuss Company affairs with management. In addition, as holders of
our Class A ordinary shares, our Public Shareholders will not have the right to vote on the appointment of directors prior to consummation
of our initial Business Combination. In addition, holders of a majority of our Founder Shares may remove a member of our board of directors
for any reason.
The grant of registration rights to our
initial shareholders and their permitted transferees may make it more difficult to complete our initial Business Combination, and the
future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
At or after the time of our
initial Business Combination, our initial shareholders and their permitted transferees can demand that we register the resale of their
Founder Shares after those shares convert to our Class A ordinary shares. In addition, our Sponsor and its permitted transferees
can demand that we register the resale of the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of
the Private Placement Warrants, and holders of warrants that may be issued upon conversion of working capital loans may demand that we
register the resale of such warrants or the Class A ordinary shares issuable upon exercise 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 Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders or
their permitted transferees, our Private Placement Warrants or warrants issued in connection with working capital loans are registered
for resale.
Because we are not limited to a particular
industry or any specific target businesses with which to pursue our initial Business Combination, you will be unable to ascertain the
merits or risks of any particular target business’s operations.
We may seek to complete a
Business Combination with an operating company of any size (subject to our satisfaction of the 80% of fair market value test) and in any
industry, sector or geography. However, 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 development
stage entity. Although our directors and officers 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 not ultimately
prove to be less favorable to our investors than a direct investment, if such opportunity were available, in a Business Combination target.
Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial
Business Combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to
have a remedy for such reduction in value.
We may seek acquisition opportunities in
industries or sectors which may be outside of our management’s area of expertise.
We will consider a Business
Combination in industries or sectors outside of our management’s area of expertise if a Business Combination candidate is presented
to us and we determine that such candidate offers an attractive acquisition opportunity for our Company. Although our management will
endeavor to evaluate the risks inherent in any particular Business Combination 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 a Business Combination target. In the
event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may
not be directly applicable to its evaluation or operation, and our management’s expertise would not be relevant to an understanding
of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant
risk factors relevant to such acquisition. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant
holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities. Such shareholders
and warrant holders are unlikely to have a remedy for such reduction in value.
Any due diligence in connection with an
initial Business Combination may not reveal all relevant considerations or liabilities of a target business, which could have a material
adverse effect on our business, financial condition, results of operations and prospects.
The due diligence undertaken
with respect to a potential initial Business Combination may not reveal all relevant facts that may be necessary to evaluate such transaction
or to formulate a business strategy. Furthermore, the information provided during due diligence may not be adequate or accurate. As part
of the due diligence process, we will also make subjective judgments regarding the results of operations, financial condition and prospects
of a potential initial Business Combination, and these judgments may be inaccurate.
Due diligence conducted in
connection with an initial Business Combination may not result in the initial Business Combination being successful. If the due diligence
investigation fails to identify material information regarding an opportunity, or if we consider such material risks to be commercially
acceptable relative to the opportunity, and we proceed with an initial Business Combination, the Company may subsequently incur substantial
impairment charges or other losses. In addition, following an initial Business Combination, we may be subject to significant, previously
undisclosed liabilities of the acquired business that were not identified during due diligence and which could have a material adverse
effect on our business, financial condition, results of operations and prospects.
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 criteria and guidelines, such initial Business 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 completed our initial Business Combination within the required time period, our Public Shareholders may receive
only approximately $10.20 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire
worthless.
We may seek acquisition opportunities with
an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
To the extent we complete
our initial Business Combination with an early stage company, a financially unstable business or an entity lacking an established record
of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks
include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings,
intense competition and difficulties in obtaining and retaining key personnel. Although our directors and officers will endeavor to evaluate
the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors
and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave
us with no ability to control or reduce the chances that those risks will adversely impact a target business.
Failure to maintain our status as tax resident
solely in the Cayman Islands could adversely affect our financial and operating results. Our intention is that prior to our initial Business
Combination we should be resident solely in the Cayman Islands.
Continued attention must
be paid to ensure that major decisions by the Company are not made from another jurisdiction, since this could cause us to lose our status
as tax resident solely in the Cayman Islands. The composition of the board of directors, the place of residence of the individual members
of the board of directors and the location(s) in which the board of directors makes decisions will all be important factors in determining
and maintaining our tax residence in the Cayman Islands. If we were to be considered as tax resident within another jurisdiction, we may
be subject to additional tax in that jurisdiction, which could negatively affect our financial and operating results, and/or our shareholders’
or warrant holders’ investment returns could be subject to additional or increased taxes (including withholding taxes).
We may engage one or more of our underwriters
or one of their respective affiliates to provide additional services to us, which may include acting as M&A advisor in connection
with an initial Business Combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled
to receive deferred underwriting commissions that will be released from the Trust Account only upon 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 the Initial Public Offering, including, for example, in connection with the sourcing and consummation of an initial Business
Combination.
We may engage one or more
of our underwriters from our Initial Public Offering or one of their respective affiliates to provide additional services to us, including,
for example, identifying potential targets, providing M&A advisory services, acting as a placement agent in a private offering or
arranging debt financing transactions. We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that
would be determined at that time in an arm’s length negotiation. The underwriters are also entitled to receive deferred underwriting
commissions that are conditioned on the completion of an initial Business Combination. The underwriters’ or their respective 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.
We are not required to obtain an opinion
from an independent investment banking firm or from an independent accounting firm regarding fairness. Consequently, you may have no assurance
from an independent source that the price we are paying for the business is fair to our Company from a financial point of view.
Unless we complete our initial
Business Combination with an affiliated entity, we are not required to obtain an opinion that the price we are paying is fair to our Company
from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors,
who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed
in our tender offer documents or proxy solicitation materials, as applicable, related to our initial Business Combination.
Any due diligence in connection with an
initial Business Combination may not reveal all relevant considerations or liabilities of a target business, which could have a material
adverse effect on our business, financial condition, results of operations or prospects.
The due diligence undertaken
with respect to a potential initial Business Combination may not reveal all relevant facts that may be necessary to evaluate such transaction
or to formulate a business strategy. Furthermore, the information provided during due diligence may not be adequate or accurate. As part
of the due diligence process, we will also make subjective judgments regarding the results of operations, financial condition and prospects
of a potential initial Business Combination, and these judgments may be inaccurate.
Due diligence conducted in
connection with an initial Business Combination may not result in the initial Business Combination being successful. If the due diligence
investigation fails to identify material information regarding an opportunity, or if we consider such material risks to be commercially
acceptable relative to the opportunity, and we proceed with an initial Business Combination, our Company may subsequently incur substantial
impairment charges or other losses. In addition, following an initial Business Combination, we may be subject to significant, previously
undisclosed liabilities of the acquired business that were not identified during due diligence and which could have a material adverse
effect on our business, financial condition, results of operations and prospects.
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 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 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 authorizes 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 undesignated preference shares, par value $0.0001
per share. As of December 31, 2022, there were 480,000,000 and 45,000,000 authorized but unissued Class A ordinary shares and Class B
ordinary shares, respectively, available for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding
warrants but not upon conversion of the Class B ordinary shares. Class B ordinary shares are convertible into Class A ordinary
shares, initially at a one-for-one ratio but subject to adjustment as set forth herein. As of December 31, 2022, there were no preference
shares issued and outstanding.
We may issue a substantial
number of additional Class A ordinary shares, and may issue preference shares, in order to complete our initial Business Combination
or under an employee incentive plan after completion of our initial Business Combination. We may also issue Class A ordinary shares
to redeem the warrants 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 contained in our amended and restated memorandum and articles
of association. However, our amended and restated memorandum and articles of association provide, among other things, that prior to our
initial Business Combination, we may not issue additional ordinary shares that would entitle the holders thereof to (1) receive funds
from the Trust Account or (2) vote as a class with our Public Shares on any initial Business Combination. The issuance of additional
ordinary shares or preference shares:
| ● | may significantly dilute the
equity interest of Public Shareholders, 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 ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares; |
| |
● |
could cause a change of control if a substantial number of our ordinary shares is 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 directors and officers; |
| |
● |
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, ordinary shares and/or warrants; and |
| |
● |
may not result in adjustment to the exercise price of our warrants. |
Our initial Business Combination or reincorporation
may result in taxes imposed on shareholders or warrant holders.
We may, subject to requisite
shareholder approval by special resolution under the Companies Act, effect a Business Combination with a target company in another jurisdiction,
reincorporate in the jurisdiction in which the target company or business is located, or reincorporate in another jurisdiction. Such transactions
may result in tax liability for a shareholder or warrant holder 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), in which the target company is located, or in which
we reincorporate. In the event of a reincorporation pursuant to our initial Business Combination, such tax liability may attach prior
to any consummation of redemptions. We do not intend to make any cash distributions 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.
Failure to maintain our status as tax resident
solely in the Cayman Islands could adversely affect our financial and operating results. Our intention is that prior to our initial Business
Combination we should be resident solely in the Cayman Islands.
Continued attention must
be paid to ensure that major decisions by the Company are not made from another jurisdiction, since this could cause us to lose our status
as tax resident solely in the Cayman Islands. The composition of the board of directors, the place of residence of the individual members
of the board of directors and the location(s) in which the board of directors makes decisions will all be important factors in determining
and maintaining our tax residence in the Cayman Islands. If we were to be considered as tax resident within another jurisdiction, we may
be subject to additional tax in that jurisdiction, which could negatively affect our financial and operating results, and/or our shareholders’
or warrant holders’ investment returns could be subject to additional or increased taxes (including withholding taxes).
Resources could be wasted in researching
acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another
business. If we have not completed our initial Business Combination within the required time period, our Public Shareholders may receive
only approximately $10.20 per 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 completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately
$10.20 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
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, directors or officers
which may raise potential conflicts of interest.
In light of the involvement
of our Sponsor, directors and officers with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor,
directors and officers. Certain of our directors and officers also serve as officers and board members for other entities, including those
described under “Item 10. Directors, Executive Officers and Corporate Governance — Conflicts of Interest.” Such
entities may compete with us for Business Combination opportunities. Although we will not be specifically focusing on, or targeting, any
transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria
and guidelines for a Business Combination and such transaction was approved by a majority of our independent and disinterested directors.
Despite our agreement that 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 entity that commonly renders valuation opinions regarding the fairness to
our Company from a financial point of view of a Business Combination with one or more domestic or international businesses affiliated
with our Sponsor, directors or officers, potential conflicts of interest still may exist and, as a result, the terms of the Business Combination
may not be as advantageous to our Public Shareholders as they would be absent any conflicts of interest.
Since our initial shareholders will lose
their entire investment in us if our initial Business Combination is not completed, a conflict of interest may arise in determining whether
a particular Business Combination target is appropriate for our initial Business Combination.
Our Sponsor holds 5,000,000
Founder Shares as of the date of this Annual Report. The Founder Shares will be worthless if we do not complete an initial Business Combination.
In addition, our Sponsor purchased an aggregate of 10,000,000 Private Placement Warrants, each exercisable for one Class A ordinary
share, for a purchase price of $10,000,000 in the aggregate, or $1.00 per warrant, that will also be worthless if we do not complete a
Business Combination. Each Private Placement Warrant may be exercised for one Class A ordinary share at a price of $11.50 per share,
subject to adjustment.
The Founder Shares are identical
to the ordinary shares included in the Units except that: (1) prior to our initial Business Combination, only holders of the Founder
Shares have the right to vote on the appointment of directors and holders of a majority of our Founder Shares may remove a member of our
board of directors for any reason; (2) the Founder Shares are subject to certain transfer restrictions contained in a letter agreement
that our initial shareholders, directors and officers have entered into with us; (3) pursuant to such letter agreement, our initial
shareholders, directors and officers have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public
Shares held by them, as applicable, in connection with the completion of our initial Business Combination; (ii) their redemption
rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to amend our amended and
restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection
with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within
18 months (or up to 24 months if our Sponsor exercises its extension options) from the closing of the Initial Public Offering
or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity;
and (iii) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if we fail
to complete our initial Business Combination within 18 months (or up to 24 months if our Sponsor exercises its extension options)
from the closing of the Initial Public Offering (although they will be entitled to liquidating distributions from the Trust Account with
respect to any Public Shares they hold if we fail to complete our initial Business Combination within the prescribed time frame); (4)
the Founder Shares will automatically convert into our Class A ordinary shares at the time of our initial Business Combination, or
earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights,
as described in more detail below; and (5) the Founder Shares are entitled to registration rights. If we submit our initial Business
Combination to our Public Shareholders for a vote, our initial shareholders have agreed (and their permitted transferees will agree),
pursuant to the terms of a letter agreement entered into with us, to vote their Founder Shares and any Public Shares held by them purchased
during or after the Initial Public Offering in favor of our initial Business Combination.
The personal and financial
interests of our Sponsor, directors and officers 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 18-month (or up to 24-month if our Sponsor exercises its extension options) anniversary following
the closing of the Initial Public Offering nears, which is the deadline for the completion of our initial Business Combination. While
we do not expect our board of directors to approve any amendment to or waiver of the letter agreement or registration rights agreement
prior to our initial Business Combination, it may be possible that our board of directors, in exercising its business judgement and subject
to its fiduciary duties, chooses to approve one or more amendments to or waivers of such agreements in connection with the consummation
of our initial Business Combination. Any such amendments or waivers would not require approval from our shareholders, may result in the
completion of our initial Business Combination that may not otherwise have been possible and may have an adverse effect on the value of
an investment in our securities.
We may issue notes or other debt securities,
or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and financial condition
and thus negatively impact the value of our shareholders’ investment in us.
We may choose to incur substantial
debt to complete our initial Business Combination. We have agreed that we will not incur any indebtedness unless we have obtained from
the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance
of debt will affect the per-share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could
have a variety of negative effects, including:
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default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations; |
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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
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our inability to pay dividends on our ordinary shares; |
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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
We may be able to complete only one Business
Combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which will cause us to be
solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively
impact our operations and profitability.
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 financial,
economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading
of risks or offsetting of losses, unlike other entities which may have the resources to complete several Business Combinations in different
industries or different areas of a single industry. Accordingly, the prospects for our success may be:
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solely dependent upon the performance of a single business, property or asset; or |
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dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
This lack of diversification
may subject us to numerous financial, economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact
upon the particular industry in which we may operate subsequent to our initial Business Combination.
We may attempt to simultaneously complete
Business Combinations with multiple prospective targets, which may hinder our ability to complete our initial Business Combination and
give rise to increased costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously
acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its
business is contingent on the simultaneous closings of the other Business Combinations, which may make it more difficult for us, and delay
our ability, to complete our initial Business Combination. With multiple Business Combinations, we could also face additional risks, including
additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers)
and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies
in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results
of operations.
We may attempt to complete our initial Business
Combination with a private company about which little information is available, which may result in a Business Combination with a company
that is not as profitable as we suspected, if at all.
In pursuing our acquisition
strategy, we may seek to effectuate our initial Business Combination with a privately held company. Very little public information generally
exists about private companies, and we could be required to make our decision on whether to pursue a potential initial Business Combination
on the basis of limited information, which may result in a Business Combination with a company that is not as profitable as we suspected,
if at all.
We do not have a specified maximum redemption
threshold. The absence of such a redemption threshold may make it possible for us to complete a 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 following such redemptions, or any
greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial Business Combination. As
a result, we may be able to complete our initial Business Combination even though a substantial majority of our Public Shareholders do
not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial Business Combination
and do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, have entered into
privately negotiated agreements to sell their shares to our Sponsor, directors, officers, advisors or any of their affiliates. In the
event the aggregate cash consideration we would be required to pay for all Public 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 ordinary shares submitted for redemption
will be returned to the holders thereof, and we instead may search for an alternate Business Combination.
In order to effectuate an initial Business
Combination, blank check companies have, in the past, amended various provisions of their charters and modified 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
some of our shareholders may not support.
In order to effectuate an
initial Business Combination, blank check companies have, in the past, amended various provisions of their charters and modified governing
instruments, including their warrant agreements. For example, blank check companies have amended the definition of Business Combination,
increased redemption thresholds and 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 requires at least a special resolution of our shareholders as a matter of Cayman Islands law. A
resolution is deemed to be a special resolution as a matter of Cayman Islands law where it has been approved by either (1) holders
of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s ordinary
shares at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given
or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s
shareholders. Our amended and restated memorandum and articles of association provide that special resolutions must be approved either
by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting (i.e., the lowest threshold permissible
under Cayman Islands law) (other than amendments relating to provisions governing the appointment or removal of directors prior to our
initial Business Combination, which require the approval of the holders of a majority of at least 90% of our ordinary shares attending
and voting in a general meeting), or by a unanimous written resolution of all of our shareholders. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but
requires the approval by the holders of at least 50% of the then issued and outstanding public warrants to make any change that adversely
affects the interests of the registered holders of public warrants. We cannot assure you that we will not seek to amend our amended and
restated memorandum and articles of association or governing instruments, including the warrant agreement, or extend the time to consummate
an initial Business Combination in order to effectuate our initial Business Combination. To the extent any of such amendments would be
deemed to fundamentally change the nature of any of the securities offered through this registration statement, we would register, or
seek an exemption from registration for, the affected securities.
Certain provisions of our amended and restated
memorandum and articles of association that relate to our pre-Business Combination activity (and corresponding provisions of the agreement
governing the release of funds from our Trust Account) may be amended with the approval of holders of at least two-thirds of our ordinary
shares who attend and vote at a general meeting, 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 and the trust agreement to
facilitate the completion of an initial Business Combination that some of our shareholders may not support.
Our amended and restated
memorandum and articles of association provide that any of its provisions, including those related to pre-Business Combination activity
(including the requirement to deposit proceeds of the Initial Public Offering and the sale of Private Placement Warrants into the Trust
Account and not release such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of
our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release
of funds from our Trust Account may be amended if approved by holders of 65% of our ordinary shares (other than amendments relating to
provisions governing the appointment or removal of directors prior to our initial Business Combination, which require the approval of
the holders of a majority of at least 90% of our ordinary shares attending and voting in a general meeting). Our initial shareholders,
who will collectively beneficially own 20% of our ordinary shares, may 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 our initial Business Combination
with which you do not agree. In certain circumstances, our shareholders may pursue remedies against us for any breach of our amended and
restated memorandum and articles of association.
We may be unable to obtain additional financing
to complete our initial Business Combination or to fund the operations and growth of a target business, which could compel us to restructure
or abandon a particular Business Combination.
If the net proceeds of the
Initial Public Offering and the sale of the Private Placement Warrants available to us prove to be insufficient, either because of the
size of our initial Business Combination, the depletion of the available net proceeds in search of a target business, the obligation to
redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial Business Combination
or the terms of negotiated transactions to purchase shares in connection with our initial Business Combination, we may be required to
seek additional financing or to abandon the proposed Business Combination. We cannot assure you that such financing will be available
on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial Business
Combination, we would be compelled to either restructure the transaction or abandon that particular Business Combination and seek an alternative
target business candidate.
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 directors, officers or shareholders is required to provide any financing to us in connection
with or after our initial Business Combination. If we have not completed our initial Business Combination within the required time period,
our Public Shareholders may receive only approximately $10.20 per share, or less in certain circumstances, on the liquidation of our Trust
Account, and our warrants will expire worthless.
Our initial shareholders will control the
appointment of our board of directors until consummation of our initial Business Combination and will hold a substantial interest in us.
As a result, they will appoint all of our directors prior to our initial Business Combination and may exert a substantial influence on
actions requiring shareholder vote, potentially in a manner that you do not support.
Our initial shareholders
own 20% of our issued and outstanding ordinary shares. In addition, prior to our initial Business Combination, holders of the Founder
Shares will have the right to appoint all of our directors and may remove members of our board of directors for any reason. Holders of
our Public Shares will have no right to vote on the appointment of directors during such time. These provisions of our amended and restated
memorandum and articles of association may only be amended by a special resolution passed by the holders of a majority of at least 90%
of our ordinary shares attending and voting in a general meeting. As a result, you will not have any influence over the appointment of
directors prior to our initial Business Combination.
In addition, as a result
of their substantial ownership in our Company, our initial shareholders may exert a substantial influence on other 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 and approval of major corporate transactions. If our initial shareholders purchase any Class A ordinary shares in
the open market or in privately negotiated transactions, this would increase their influence over these actions.
Accordingly, our initial
shareholders will exert significant influence over actions requiring a shareholder vote at least until the completion of our initial Business
Combination.
A provision of our warrant agreement may
make it more difficult for us to consummate an initial Business Combination.
Unlike some blank check companies,
if
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we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), |
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the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the completion of our initial Business Combination (net of redemptions), and |
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the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, 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 applicable to our 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, and the $10.00 per share redemption trigger price applicable to our warrants will be adjusted (to the
nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate
an initial Business Combination with a target business.
Our warrants and Founder Shares may have
an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial Business
Combination.
We have issued warrants to
purchase 10,000,000 Class A ordinary shares, at a price of $11.50 per whole share (subject to adjustment), as part of the Units and,
simultaneously with the closing of the Initial Public Offering, we will be issuing in the Private Placement an aggregate of 10,000,000
Private Placement Warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
Our initial shareholders currently hold 5,000,000 Class B ordinary shares. The Class B ordinary shares are convertible into
Class A ordinary shares on a one-for-one basis, subject to adjustment as set forth herein. In addition, if our Sponsor, an affiliate
of our Sponsor or certain of our directors and officers make any working capital loans, up to $2,000,000 of such loans may be converted
into warrants, at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement
Warrants. To the extent we issue Class A ordinary shares 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 or conversion rights could make us a less
attractive acquisition vehicle to a target business. Any such issuance 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 Combination. Therefore, our warrants
and Founder Shares may make it more difficult to effectuate a Business Combination or increase the cost of acquiring the target business.
The Private Placement Warrants
are identical to the warrants sold as part of the Units except that, so long as they are held by our Sponsor or its permitted transferees:
(1) the Private Placement Warrants will not be redeemable by us (except under certain limited exceptions); (2) the Private Placement
Warrants (and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited
exceptions, be transferred, assigned or sold by our Sponsor until 30 days after the completion of our initial Business Combination; (3) the
Private Placement Warrants may be exercised by the holders on a cashless basis; and (4) the holders of Private Placement Warrants
(including the ordinary shares issuable upon exercise of such warrants) are entitled to registration rights.
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, accounting principles generally accepted in the United States of America
(“U.S. GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board, or
IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards
of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the
pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for
us to disclose such financial statements in accordance with federal proxy rules and complete our initial Business Combination within the
prescribed time frame.
Compliance obligations under the Sarbanes-Oxley
Act may make it more difficult for us to effectuate our initial Business Combination, require substantial financial and management resources,
and increase the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act
requires that we evaluate and report on our system of internal controls beginning with this Annual Report on Form 10-K . Only
in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company,
will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over
financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act
particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial
Business Combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.
The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time
and costs necessary to complete any such acquisition.
If our team pursues a 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 our team pursues a company
with operations or opportunities outside of the United States for our initial Business Combination, we would be subject to risks
associated with cross-border Business Combinations, including in connection with investigating, agreeing to and completing our initial
Business Combination, conducting due diligence in a foreign market, having such transaction approved by any local governments, regulators
or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.
If we effect our initial
Business Combination with such a company, we would be subject to any special considerations or risks associated with companies operating
in an international setting, including any of the following:
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costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets; |
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rules and regulations regarding currency redemption; |
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complex corporate withholding taxes on individuals; |
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laws governing the manner in which future Business Combinations may be effected; |
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tariffs and trade barriers; |
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regulations related to customs and import/export matters; |
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tax consequences, such as tax law changes, including termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States; |
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currency fluctuations and exchange controls, including devaluations and other exchange rate movements; |
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rates of inflation, price instability and interest rate fluctuations; |
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challenges in collecting accounts receivable; |
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cultural and language differences; |
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employment regulations; |
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crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters, wars and other forms of social instability; |
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deterioration of political relations with the United States; |
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obligatory military service by personnel; and |
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government appropriation of assets. |
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 initial Business Combination, our operations might suffer, either of which may adversely impact our results of operations and financial
condition.
Meadow Lane is not under any obligation
to source any potential opportunities for our initial Business Combination or refer any such opportunities to our Company or provide any
other services to our Company.
Meadow Lane may become aware
of a potential Business Combination opportunity that may be an attractive opportunity for our Company. However, Meadow Lane is not under
any obligation to source any potential opportunities for our initial Business Combination or refer any such opportunities to our Company
or provide any other services to our Company. Employees of Meadow Lane may have fiduciary and/or contractual duties to other companies
in which Meadow Lane or its affiliates have invested. As a result, employees of Meadow Lane may have a duty to offer Business Combination
opportunities to Meadow Lane, other investment vehicles or other entities before other parties, including our Company. Additionally, certain
companies in which Meadow Lane has invested may enter into transactions with, provide goods or services to, or receive goods or services
from an entity with which we seek to complete our initial Business Combination. Transactions of these types may present a conflict of
interest because Meadow Lane may directly or indirectly receive a financial benefit as a result of such transaction.
We believe that any such
potential conflicts of interest of Meadow Lane will be naturally mitigated, in part, by the differing nature of targets that Meadow Lane
typically considers most attractive for its investment activities, as compared to our activities related to pursuing an initial Business
Combination. Meadow Lane’s investment activities typically involve investing in private companies, and while Meadow Lane may take
a company public, it would typically invest in such an entity several years prior to an initial public offering, not at the time
of the initial public offering. In contrast, the acquisition targets that we expect to find most attractive would generally have capital
structures and existing business operations and infrastructure to go public immediately upon our acquisition.
As a result, we may become
aware of a potential transaction that is not a fit for the investment activities of Meadow Lane but that is an attractive opportunity
for us. Notwithstanding our belief regarding natural mitigation, Meadow Lane may compete with us for acquisition opportunities that
fall within Meadow Lane’s investment objectives or strategies. A decision by Meadow Lane to pursue an opportunity would preclude
us from pursuing it and could have a negative impact on our ability to complete our partnering transaction.
For a complete discussion
of our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of,
please see “Item 10. Directors, Executive Officers and Corporate Governance,” and “Item 10. Directors, Executive Officers
and Corporate Governance — Conflicts of Interest”
Our advisory board members are not under
any obligation to source any potential opportunities for our initial Business Combination or refer any such opportunities to our Company
or provide any other services for our Company.
Our advisory board members
are not under any obligation to source any potential opportunities for our initial Business Combination or refer any such opportunities
to our Company or provide any other services for our Company. Such advisors’ roles with respect to our Company is expected to be
primarily passive and advisory in nature. Our advisory board members may have fiduciary and/or contractual duties to certain companies
but do not have any fiduciary obligations to our Company. As a result, our advisory board members may have a duty to offer Business Combination
opportunities to certain other companies before our Company. Additionally, certain companies affiliated with our advisory board members
may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete
our initial Business Combination. Transactions of these types may present a conflict of interest because our Sponsors’ advisors
may directly or indirectly receive a financial benefit as a result of such transaction.
Risks Relating to the Post-Business Combination
Company
We may face risks related to companies in
the healthcare industry.
Business Combinations with
businesses in the healthcare industry entail special considerations and risks. If we are successful in completing a Business Combination
with a target business in the healthcare industry, we will be subject to, and possibly adversely affected by, the following risks:
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Competition could reduce profit margins. |
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Our inability to comply with governmental regulations affecting the healthcare industry could negatively affect our operations. An inability to license or enforce intellectual property rights on which our business may depend. |
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The success of our planned business following consummation of our initial Business Combination may depend on maintaining a well-secured business and technology infrastructure. |
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If we are required to obtain governmental approval of our products, the production of our products could be delayed and we could be required to engage in a lengthy and expensive approval process that may not ultimately be successful. |
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Changes in the healthcare related wellness industry and markets for such products affecting our customers or retailing practices could negatively impact customer relationships and our results of operations. |
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The healthcare industry is susceptible to significant liability exposure. |
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If liability claims are brought against us following a Business Combination, it could materially adversely affect our operations. |
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Dependence of our operations upon third-party suppliers, manufacturers or contractors whose failure to perform adequately could disrupt our business. A disruption in supply could adversely impact our business. |
Any of the foregoing could
have a materially adverse effect on our operations following a Business Combination. However, our efforts in identifying prospective target
businesses will not be limited to the healthcare sector. Accordingly, if we acquire a target business in another industry, we will be
subject to risks attendant with the specific industry in which we operate or target business which we acquire which may or may not be
different than those risks listed above.
Subsequent to our completion of our initial
Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have
a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you
to lose some or all of your investment.
Even if we conduct extensive
due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that
may be present with a particular target business that it would be possible to uncover all material issues through a customary amount of
due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors,
we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could
result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously
known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items
and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market
perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which
we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt
financing. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following
our initial Business Combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are
unlikely to have a remedy for such reduction in value.
After our initial Business Combination,
our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government policies,
developments and conditions in the country in which we operate.
The economic, political and
social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic
growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future.
If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand
for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our
ability to find an attractive target business with which to consummate our initial Business Combination and if we effect our initial Business
Combination, the ability of that target business to become profitable.
Our management may not be able to maintain
control of a target business after our initial Business Combination. 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 structure our initial
Business Combination so that the post-transaction company in which our Public Shareholders own shares will own less than 100% of
the equity interests or assets of a target business, but we will complete such Business Combination only if the post-transaction company
owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest
in the target business sufficient for us not to be required to register as an investment company under the Investment Company Act. We
will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the
voting securities of the target, our shareholders prior to 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 our initial Business Combination transaction.
For example, we could pursue a transaction in which we issue a substantial number of new ordinary shares in exchange for all of the issued
and outstanding capital stock, shares or other equity securities of a target, or issue a substantial number of new shares to third parties
in connection with financing our initial Business Combination. In this case, we would acquire a 100% interest in the target. However,
as a result of the issuance of a substantial number of new ordinary shares, our shareholders immediately prior to such transaction could
own less than a majority of our issued and outstanding ordinary shares subsequent to such transaction. In addition, other minority shareholders
may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than
we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target
business.
We may have limited ability to assess the
management of a prospective target business and, as a result, may affect our initial Business Combination with a target business whose
management may not have the skills, qualifications or abilities to manage a public company.
When evaluating the desirability
of effecting our initial Business Combination with a prospective target business, our ability to assess the target business’s management
may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore,
may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s
management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability
of the post-combination business may be negatively impacted. Accordingly, any shareholder or warrant holder who chooses to remain
a shareholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their
securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.
The directors and officers
of an acquisition candidate may resign upon completion of our initial Business Combination. The departure of a Business Combination target’s
key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition
candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time. Although we
contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate
following our initial Business Combination, it is possible that members of the management of an acquisition candidate will not wish to
remain in place.
After our initial Business Combination,
it is possible that a majority of our directors and officers will live outside the United States and all or substantially 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 or substantially
all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible,
for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers
or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers
under United States laws.
Our letter agreement with our initial shareholders,
directors and officers and registration rights agreement may be amended, and provisions therein may be waived, without shareholder approval.
Our letter agreement with
our initial shareholders, directors and officers contain provisions relating to, among other things, transfer restrictions of our Founder
Shares and Private Placement Warrants, indemnification of the Trust Account, waiver of redemption rights and participation in liquidating
distributions from the Trust Account. The letter agreement and the registration rights agreement may be amended, and provisions therein
may be waived, without shareholder approval (although releasing the parties from the restriction contained in the letter agreement not
to transfer any Units, warrants, Class A ordinary shares or any other securities convertible into, or exercisable, or exchangeable
for, Class A ordinary shares for 180 days following the date of the prospectus related to our Initial Public Offering will require
the prior written consent of Morgan Stanley & Co. LLC). While we do not expect our board of directors to approve any amendment
to or waiver of the letter agreement or registration rights agreement prior to our initial Business Combination, it may be possible that
our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments
to or waivers of such agreements. Any such amendments to or waivers of such agreements would not require approval from our shareholders
and may have an adverse effect on the value of an investment in our securities.
If our management following our initial
Business Combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws,
which could lead to various regulatory issues.
Following our initial Business
Combination, any or all of our management could resign from their positions as officers of the Company, and the management of the target
business at the time of the Business Combination could remain in place. Management of the target business may not be familiar with U.S.
securities laws. If new management is unfamiliar with U.S. 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.
Risks Related to our Team and Their Respective
Affiliates
We are dependent upon our directors and
officers and their departure could adversely affect our ability to operate.
Our operations are dependent
upon a relatively small group of individuals. We believe that our success depends on the continued service of our directors and officers,
at least until we have completed our initial Business Combination. In addition, our Chairman intends to devote a majority of his time
to our affairs, however, none of our directors or officers are 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 endeavors, including identifying potential Business Combinations
and monitoring the related due diligence. For a discussion of certain of our officers’ and directors’ other business endeavors,
please see “Item 10. Directors, Executive Officers and Corporate Governance.” 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 dependent upon the efforts of our key personnel, some of whom may join us
following our initial Business Combination. The loss of our or a target’s key personnel could negatively impact the operations and
profitability of our post-combination business.
Our ability to successfully
effect our initial Business Combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target
business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management
or advisory positions following our initial Business Combination, it is likely that some or all of the management of the target business
will remain in place. While we intend to closely scrutinize any individuals we engage after our initial Business Combination, we cannot
assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements
of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with
such requirements.
In addition, the directors
and officers of an acquisition candidate may resign upon completion of our initial Business Combination. The departure of a Business Combination
target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role
of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this
time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the
acquisition candidate following our initial Business Combination, it is possible that members of the management of an acquisition candidate
will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
Our key personnel may negotiate employment
or consulting agreements with a target business in connection with a particular Business Combination. These agreements may provide for
them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts of interest
in determining whether a particular Business Combination is the most advantageous.
Our key personnel may be
able to remain with the Company after the completion of our initial Business Combination only if they are able to negotiate employment
or consulting agreements in connection with the Business Combination. Such negotiations would take place simultaneously with the negotiation
of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities
for services they would render to us after the completion of our initial Business Combination. The personal and financial interests of
such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary duties
under Cayman Islands law. However, we believe the ability of such individuals to remain with us after the completion of our initial Business
Combination will not be the determining factor in our decision as to whether or not we will proceed with any potential Business Combination.
There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial Business Combination.
We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as
to whether any members of our team will remain with us will be made at the time of our initial Business Combination.
Our directors and officers 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 Chairman intends to devote
a majority of his time to our affairs, however, none of our directors or officers are required to, and will not, commit their full time
to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a Business
Combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial Business
Combination. Each of our officers and directors may be engaged in other business endeavors for which he may be entitled to, or otherwise
expect to receive, substantial compensation or other economic benefit and our officers and directors are not obligated to contribute any
specific number of hours per week to our affairs. Our independent directors will also serve as officers and/or board members for other
entities. If our directors’ and officers’ other business endeavors require them to devote substantial amounts of time to such
endeavors in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which may have a negative
impact on our ability to complete our initial Business Combination. For a discussion of our officers’ and directors’ other
business endeavors, please see “Item 10. Directors, Executive Officers and Corporate Governance.”
Certain of our directors, officers and advisory
board members are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those
intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity
should be presented.
Until we consummate our initial
Business Combination, we intend to engage in the business of identifying and combining with one or more businesses. Our Sponsor, our directors
and officers, and our advisory board members are, or may in the future become, affiliated with entities that are engaged in a similar
business. Our Sponsor is not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies,
including in connection with their initial Business Combination, prior to us completing our initial Business Combination and any such
involvement may result in conflicts of interests as described above. Moreover, entities in which our directors and officers are affiliated
may enter into agreements or other arrangements with businesses, which agreements or arrangements may limit or restrict our ability to
enter into a Business Combination with such business. Our officers, directors and members of our advisory board have agreed not to participate
in the formation of, or become an officer, director or strategic advisor of, any other special purpose acquisition company with a class
of securities registered under the Exchange Act without our prior written consent, which will not be unreasonably withheld.
Our directors, officers and
our advisory board members also may become aware of business opportunities that may be appropriate for presentation to us and the other
entities to which they owe certain fiduciary or contractual duties or otherwise have an interest in, and any other special purpose acquisition
company in which they may become involved with. 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 other entities prior to its presentation to us, subject to his or her fiduciary duties under Cayman Islands law. Our amended and restated
memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving
as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly
or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy
in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for
any director or officer, on the one hand, and us, on the other. For a complete discussion of our directors’, officers’ and
advisory board members’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Item
10. Directors, Executive Officers and Corporate Governance”, “Item 10. Directors, Executive Officers and Corporate Governance
— Conflicts of Interest” and “Item 13. Certain Relationships and Related Party Transactions — Support Services
Agreement.”
Our directors, officers, advisory board
members, 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, officers, advisory board members, 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,
officers, or advisory board members. 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.
In particular, affiliates
of our Sponsor have invested in a diverse set of industries. As a result, there may be substantial overlap between companies that would
be a suitable business combination for us and companies that would make an attractive target for such other affiliates.
Members of our team and companies affiliated
thereof have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to our business.
Members of our team have
been involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As a result
of such involvement, members of our team and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings
or governmental investigations unrelated to our business. Any such proceedings or investigations may be detrimental to our or their reputation
or result in other negative consequences or damages, which could negatively affect our ability to identify and complete an initial business
combination and may have an adverse effect on the price of our securities.
Our Sponsor is managed by Craig E. Barnett,
our Chairman and Chief Executive Officer, and is owned by entities controlled by him and associated with Meadow Lane. As a result, Mr.
Barnett and the Meadow Lane affiliates may exert a substantial influence on actions requiring shareholder vote, potentially in a manner
that you do not support, and their interests may differ from your interests.
Our Sponsor is managed by
Craig E. Barnett, our Chairman and Chief Executive Officer, and Craig E. Barnett is the Chief Executive Officer of Meadow Lane. In addition,
our Sponsor is owned by Meadow Lane affiliates. As a result, Mr. Barnett and the Meadow Lane affiliates may exert a substantial influence
on other actions requiring a shareholder vote, potentially in a manner that you do not support, including appointment of our directors,
amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions. If our Sponsor
purchases any Class A ordinary shares in the open market or in privately negotiated transactions, this would increase its influence
over such actions. In addition, we have agreed not to enter into a definitive agreement regarding an initial Business Combination without
the prior consent of our Sponsor.
The interests of Craig E.
Barnett and the Meadow Lane affiliates may differ from or be opposed to the interests of other shareholders. The Meadow Lane affiliates
engage in a variety of businesses, including, but not limited to, business and inventory liquidations, apparel companies and real estate
investments. Opportunities may arise in the area of potential competitive business activities that may be attractive to the Meadow Lane
affiliates and us. The Meadow Lane affiliates are under no obligation to communicate or offer any corporate opportunity to us. In addition,
the Meadow Lane affiliates have the right to engage in similar activities as us, do business with our suppliers and customers, and, except
as limited by agreement, employ or otherwise engage any of our officers or employees.
Risks Relating to our Securities and Trust
Account
You will not have any rights or interests
in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced
to sell your Public Shares and/or warrants, potentially at a loss.
Our Public Shareholders will
be entitled to receive funds from the Trust Account only upon the earliest to occur of: (1) 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; (2) the redemption of any Public Shares properly submitted in connection with a shareholder
vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation
to allow redemption 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 18 months (or up to 24 months if our Sponsor exercises its extension options) from the closing
of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business
Combination activity; and (3) the redemption of our Public Shares if we have not completed an initial Business Combination within
18 months (or up to 24 months if our Sponsor exercises its extension options) from the closing of the Initial Public Offering,
subject to applicable law. Public Shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described
in clause (2) 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 18 months (or up to
24 months if our Sponsor exercises its extension options) from the closing of the Initial Public Offering, with respect to such Class A
ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account.
Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate
your investment, you may be forced to sell your Public Shares and/or warrants, potentially at a loss.
Nasdaq may delist our securities from trading
on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading
restrictions.
We cannot assure you that
our securities will continue to be, listed on Nasdaq. In order to continue listing our securities on Nasdaq prior to our initial Business
Combination, we must maintain certain financial, distribution and share price levels. In general, we must maintain a minimum amount in
shareholders’ equity and a minimum of 300 round lot holders. Additionally, in connection with our initial Business Combination,
we will be required to demonstrate compliance with the applicable exchange’s initial listing requirements, which are more rigorous
than the continued listing requirements, in order to continue to maintain the listing of our securities. We cannot assure you that we
will be able to meet those initial listing requirements at that time.
If any of our securities
are delisted from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect
such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse
consequences, including:
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a limited availability of market quotations for our securities; |
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reduced liquidity for our securities; |
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a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
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a limited amount of news and analyst coverage; and |
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a decreased ability to issue additional securities or obtain additional financing in the future. |
The National Securities Markets
Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities,
which are referred to as “covered securities.” Our Units, Class A ordinary shares and warrants currently qualify as covered
securities under such statute. Although the states are pre-empted from regulating the sale of covered securities, the federal statute
does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then
the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these
powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities
regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities
of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered
securities under such statute and we would be subject to regulation in each state in which we offer our securities, including in connection
with our initial Business Combination, which may negatively impact our ability to consummate our initial Business Combination.
You will not be permitted to exercise your
warrants unless we register and qualify the issuance of the underlying Class A ordinary shares or certain exemptions are available.
If the issuance of the Class A
ordinary shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities
Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants 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.
Pursuant to the terms of
the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days after the closing of our
initial Business Combination, we will use our commercially reasonable efforts to file a post-effective amendment to the registration
statement of which the prospectus for our Initial Public Offering forms a part or a new registration statement covering the registration
under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use our commercially
reasonable efforts to cause the same to become effective within 60 business days following our initial Business Combination and to maintain
a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants
in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts
or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial
statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.
If the Class A ordinary
shares issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders
of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless
basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.
In no event will warrants
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 or qualification is available.
If our Class A ordinary
shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition
of “covered securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants
who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9)
of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register
or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use
our best efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption
is not available.
In no event will we be required
to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in
exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities
Act or applicable state securities law.
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.
Our warrants will be issued
in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The
warrant agreement provides that (a) the terms of the warrants may be amended without the consent of any holder for the purpose of
(i) curing any ambiguity or correcting 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 the prospectus related to the Initial Public Offering, or defective
provision, (ii) removing or reducing our ability to redeem the public warrants, or (iii) adding or changing any provisions with
respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable
and that the parties deem to not adversely affect the rights of the registered holders of the warrants, (b) the warrant agreement
may be amended by the parties thereto with the vote or written consent of the registered holders of at least 50% of the then outstanding
public warrants and Private Placement Warrants, voting together as a single class, to allow for the warrants to be or continue to be,
as applicable, classified as equity in the company’s financial statements, and (c) all other modifications or amendments, including
any modification or amendment to increase the warrant price or shorten the exercise period, (i) with respect to the terms of the
public warrants or any provision of the warrant agreement with respect to the public warrants, requires the vote or written consent of
the registered holders of at least 50% of the then outstanding public warrants and (ii) solely with respect to the terms of the Private
Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants requires the vote or written
consent of at least 50% of the then outstanding Private Placement Warrants. Accordingly, we may amend the terms of the public warrants
in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment. Although
our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is
unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten
the exercise period or decrease the number of ordinary shares purchasable upon exercise of a warrant.
We may redeem your unexpired warrants prior
to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem
outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among
other things, the last reported sale price of our Class A ordinary shares for any 20 trading days within a 30-trading day period
ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference
Value”) equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by us, we may exercise our
redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities
laws. As a result, we may redeem the public warrants as set forth above even if the holders are otherwise unable to exercise the warrants.
Redemption of the outstanding warrants as described above could force you to: (1) exercise your warrants and pay the exercise price
therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price
when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding
warrants are called for redemption, we expect would be substantially less than the market value of your warrants.
Because each unit contains one-half of one
redeemable warrant and only a whole warrant may be exercised, the Units may be worth less than Units of some other blank check companies.
Each Unit contains one-half of
one redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the Units, and only
whole warrants will trade. This is different from other offerings similar to ours whose units include one ordinary share and one whole
warrant or a greater fraction of one whole warrant to purchase one share. We have established the components of the Units in this way
in order to reduce the dilutive effect of the warrants upon completion of a Business Combination since the warrants will be exercisable
in the aggregate for a third of the number of shares compared to units that each contain a whole warrant to purchase one whole share,
thus making us, we believe, a more attractive Business Combination partner for target businesses. Nevertheless, this Unit structure may
cause our Units to be worth less than if they included one whole warrant or a greater fraction of one whole warrant to purchase one whole
share.
Our management’s ability to require
holders of our Public Warrants to exercise such Public Warrants on a cashless basis will cause holders to receive fewer Class A ordinary
shares upon their exercise of the Public Warrants than they would have received had they been able to exercise their Public Warrants for
cash.
If we call our Public Warrants
for redemption after the redemption criteria described elsewhere in this Annual Report have been satisfied, our management will have the
option to require any holder that wishes to exercise its warrant (including any warrants held by our Sponsor, officers, directors or their
permitted transferees) to do so on a “cashless basis.” If our management chooses to require holders to exercise their warrants
on a cashless basis, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had
such holder exercised his, her or its warrant for cash. This will have the effect of reducing the potential ‘upside’ of the
holder’s investment in our Company.
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 officers, or enforce judgments obtained in the United States courts against our directors
or officers.
Our corporate affairs will
be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or
amended from time to time) and the common law of the Cayman Islands. 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.
The courts of the Cayman
Islands are unlikely (1) 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 (2) 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.
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 do 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.
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 two-year director terms and the ability of our board of directors to designate
the terms of and issue new series of preference shares, 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.
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 of a 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 as soon as practicable,
but in no event later than 20 business days, after the closing of our initial Business Combination.
General Risk Factors
We are a newly incorporated company with
no operating history and no operating revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a newly incorporated
company incorporated under the laws of the Cayman Islands with no operating results. Because we lack an operating history, you have no
basis upon which to evaluate our ability to achieve our business objective of completing our initial Business Combination with one or
more target businesses. We have no definitive plans, arrangements or understandings with any prospective target business concerning a
Business Combination and may be unable to complete our initial Business Combination. If we fail to complete our initial Business Combination,
we will never generate any operating revenues.
Past performance of Meadow Lane, for any
of its funds, investments or portfolio companies, or our Sponsor, directors, officers and advisory board members and their respective
affiliates may not be indicative of future performance of an investment in the Company.
Information regarding past
experience or performance of Meadow Lane, our Sponsor, directors, officers and advisory board members and their respective affiliates
is presented for informational purposes only. Past experience or performance of Meadow Lane, or our Sponsor, directors, officers and advisory
board members or their respective affiliates is not a guarantee either (1) that we will be able to identify a suitable candidate
and execute an initial Business Combination or (2) of success with respect to any Business Combination we may consummate. You should
not rely on the historical record of Meadow Lane, or any of its funds, investments or portfolio companies, or our Sponsor, directors,
officers or advisory board member or their respective affiliates or any related investment’s performance as indicative of our future
performance of an investment in the Company or the returns the Company will, or is likely to, generate going forward.
We may be a passive foreign investment company,
or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.
If we are a PFIC for any
taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our ordinary shares or warrants, the U.S.
Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC
status for our taxable year ended December 31, 2021, our taxable year ended December 31, 2022, our current taxable year, and our subsequent
taxable years may depend upon the status of an acquired company pursuant to a Business Combination and whether we qualify for the PFIC
start-up exception. Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty,
and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect
to our status as a PFIC for our taxable year ended December 31, 2021, our taxable year ended December 31, 2022, our current taxable year,
or any subsequent taxable year. Our actual PFIC status for any taxable year, moreover, will not be determinable until after the end of
such taxable year. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder such information as
the Internal Revenue Service (“IRS”) may require, including a PFIC Annual Information Statement, in order to enable the U.S.
Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide
such required information, and such election would likely be unavailable with respect to our warrants in all cases. We urge U.S. Holders
to consult their own tax advisors regarding the possible application of the PFIC rules to holders of our ordinary shares and warrants.
Cyber incidents or attacks directed at us
could result in information theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies,
including information systems, infrastructure and cloud applications and services, including those of third parties with which we may
deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure
of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential
data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against
such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability
to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business
and lead to financial loss.
We have identified a material weakness in
our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results
of operations and financial condition accurately and in a timely manner.
Our management is responsible
for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our
management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes
and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected on a timely basis.
As described elsewhere
in this Annual Report on Form 10-K, we identified a material weakness in our internal control over financial reporting related to
our financial close process which resulted in an error in the classification of investing activities in our statement of cash flows.
As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective
as of December 31, 2022. As a result, management performed additional analysis as deemed necessary to ensure that our financial
statements were prepared in accordance with U.S. GAAP. Accordingly, management believes that the financial statements included in
this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the
period presented.
Any failure to maintain such
internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate
basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our
financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which
our ordinary shares are listed, the SEC or other regulatory authorities. Ineffective internal controls could also cause investors to lose
confidence in our reported financial information, which could have a negative effect on the trading price of our ordinary shares.
We can give no assurance
that any additional material weaknesses or restatement of financial results will not arise in the future due to a failure to implement
and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful
in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities
or errors or to facilitate the fair presentation of our financial statements.
We 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 ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of any second quarter of a
fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether
investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less
attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would
be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means
that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth
company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which
has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards
used.
Additionally, we are a “smaller
reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain
reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain
a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals
or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded
$100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds
$700 million as of the end of that year’s second fiscal quarter. 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.
Changes in laws or regulations or how such
laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business,
including our ability to negotiate and complete our initial Business Combination, and results of operations.
We are and will be 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, our Business Combination may be contingent on our ability to comply with certain laws and regulations and
any post-Business Combination company may be subject to additional laws and regulations. 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, including as a result of changes in economic, political, social and government policies, and those
changes could have a material adverse effect on our business, including our ability to negotiate and complete our initial Business Combination,
and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have
a material adverse effect on our business, including our ability to negotiate and complete our initial Business Combination, and results
of operations.
On March 30, 2022, the SEC
issued proposed rules that would, among other items, impose additional disclosure requirements in business combination transactions involving
special purpose acquisition companies (“SPACs”) and private operating companies; amend the financial statement requirements
applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections
in SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions; increase the
potential liability of certain participants in proposed business combination transactions; and impact the extent to which SPACs could
become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised
form, may materially adversely affect our business, including our ability to negotiate and complete our initial Business Combination and
may increase the costs and time related thereto.
Our search for a Business Combination, and any target business
with which we may ultimately consummate a Business Combination, may be materially adversely affected by the geopolitical conditions resulting
from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and
the status of debt and equity markets, as well as protectionist legislation in our target markets.
United States and global
markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine
by Russia in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional
military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various
sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial
institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including
the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military
conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken,
and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created
global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing
military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility
in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the
resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital
markets. In addition, the recent invasion of Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory
acts from Russia, could result in increased cyber-attacks against U.S. companies.
Any of the abovementioned
factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian
invasion of Ukraine and subsequent sanctions, could adversely affect our search for a Business Combination and any target business with
which we may ultimately consummate a Business Combination. The extent and duration of the Russian invasion of Ukraine, resulting sanctions
and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue
for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions
may also have the effect of heightening many of the other risks described in this section. If these disruptions 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 may ultimately consummate a Business Combination, may be materially adversely affected.
The value of the Founder Shares following
completion of our initial Business Combination is likely to be substantially higher than the nominal price paid for them, even if the
trading price of our ordinary shares at such time is substantially less than $10.00 per share.
Our Sponsor has invested
in us an aggregate of $10,025,000, comprised of the $25,000 purchase price for the Founder Shares and the $10,000,000 purchase price for
the Private Placement Warrants. Assuming a trading price of $10.00 per share upon consummation of our initial Business Combination, the
5,000,000 Founder Shares would have an aggregate implied value of $50,000,000. Even if the trading price of our ordinary shares were as
low as $2.01 per share, and the Private Placement Warrants were worthless, the value of the Founder Shares would be equal to the Sponsor’s
initial investment in us. As a result, our Sponsor is likely to be able to make a substantial profit on its investment in us at a time
when our Public Shares have lost significant value and our warrants are worthless. Accordingly, our management team, some of whom own
interests in our Sponsor, may be more willing to pursue a Business Combination with a riskier or less-established target business than
would be the case if our Sponsor had paid the same per share price for the Founder Shares as our Public Shareholders paid for their Public
Shares.
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, 2022,
we had $410,799 in cash and working capital of $352,024. Further, we have incurred and expect to continue to incur significant costs in
pursuit of our acquisition plans. Management’s plans to address this need for capital are discussed under “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations.” We cannot assure you that our plans to raise capital
or to consummate an initial Business Combination will be successful. These factors, among others, raise substantial doubt about our ability
to continue as a going concern. The financial statements contained elsewhere in this Annual Report do not include any adjustments that
might result from our inability to continue as a going concern.