Item 1. Business.
Introduction
We are a blank check company incorporated
as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses (the “business combination”).
We intend to focus our search on technology-enabled businesses that offer specific technology solutions, broader technology software
and services in the financial services sector. We expect to favor potential target businesses with certain industry and business
characteristics, including long term growth prospects, high barriers to entry, opportunities for consolidation, robust recurring
revenues, sustainable operating margins and lucrative free cash flow dynamics. We intend to focus on businesses where we believe
our background and experience can assist in executing an accelerated plan to create value for our shareholders in the public markets.
We have reviewed, and continue to review, a number of opportunities to enter into a business combination, but we are not able
to determine at this time whether we will complete a business combination with any of the target businesses that we have reviewed
or with any other target business. We also have neither engaged in any operations nor generated any revenue to date. Based on
our business activities, the Company is a “shell company” as defined under the Exchange Act of 1934 (the “Exchange
Act”) because we have no operations and nominal assets consisting almost entirely of cash.
On December 21, 2020, we consummated our
initial public offering (the “initial public offering”) of 57,500,000 units (the “units”), including the
issuance of 7,500,000 units as a result of the underwriters’ exercise of their over-allotment option in full. Each unit
consists of one Class A ordinary share and one-third of one redeemable warrant, with each warrant entitling the holder thereof
to purchase one Class A ordinary share for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross
proceeds of $575 million.
Simultaneously with the consummation of
the initial public offering, we completed the private sale (the “private placement”) of an aggregate of 9,000,000
warrants (the “private placement warrants”) to ScION 1 Sponsor LLC (the “Sponsor”) at a purchase price
of $1.50 per private placement warrant, generating gross proceeds of $13.5 million.
Prior to the consummation of the initial
public offering, on October 7, 2020, we issued an aggregate of 14,375,000 shares (the “founder shares”) of our Class
B ordinary shares to the Sponsor for an aggregate purchase price of $25,000 in cash. Up to 1,875,000 founder shares were subject
to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. In
connection with the underwriters’ full exercise of their over-allotment option on December 21, 2020, the 1,875,000 shares
were no longer subject to forfeiture, resulting in the Sponsor holding 14,375,000 founder shares.
A total of $575,000,000, comprised of
$563,500,000 of the proceeds from the initial public offering (which amount includes $20,125,000 of the underwriters’ deferred
discount) and $11,500,000 of the proceeds of the sale of the private placement warrants, was placed in a U.S.-based trust account
(the “trust account”) at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company,
acting as trustee.
The funds held in the trust account are
invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940,
as amended (the “Investment Company Act”), 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 until
the earlier of: (i) the consummation of an initial business combination or (ii) the distribution of the trust account.
On December 16, 2020, we entered into
a forward purchase agreement pursuant to which OrION Capital Structure Solutions UK Limited (“OrION”), an affiliate
of the Sponsor, committed that it will purchase from the Company 10,000,000 forward purchase units, or at its option up to an
aggregate maximum of 30,000,000 forward purchase units, each consisting of one Class A ordinary share, or a forward purchase share,
and one-third of one warrant to purchase one Class A ordinary share, or a forward purchase warrant, for $10.00 per unit, or an
aggregate amount of $100,000,000, or at the purchaser’s option up to an aggregate amount of $300,000,000, in a private placement
that will close concurrently with the closing of the Company’s initial business combination. The proceeds from the sale
of these forward purchase units, together with the amounts available to the Company from the Trust Account (after giving effect
to any redemptions of public shares) and any other equity or debt financing obtained by the Company in connection with the business
combination, will be used to satisfy the cash requirements of the Business Combination, including funding the purchase price and
paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other
purposes. The forward purchase shares will be identical to the Class A ordinary shares included in the units being sold in the
initial public offering, except that they will be subject to transfer restrictions and registration rights. The forward purchase
warrants will have the same terms as the Private Placement Warrants so long as they are held by the purchaser or its permitted
assignees and transferees.
As of December 31, 2020, there was $575,009,968
in cash and securities held in the trust account, which includes interest income available to us of $9,968. $1,425,919 of cash
is held outside the trust account, available for working capital needs. The Company is a Cayman Islands exempted company and is
presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
Effecting Our Initial Business Combination
General
We are not presently engaged in, and we
will not engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination
using cash held in the trust account, the proceeds of the sale of our shares in connection with our initial business combination
(including pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the
target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We may seek to complete
our initial business combination with a company or business that may be financially unstable or in its early stages of development
or growth, which would subject us to the numerous risks inherent in such companies and businesses.
If our initial business combination is
paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the
consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may
apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance
or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred
in completing our initial business combination, to fund the purchase of other companies or for working capital.
Selection of a Target Business and
Structuring of Our Initial Business Combination
While we may pursue an initial business
combination target in any industry, we intend to focus our search on global technology, software and FinTech opportunities businesses.
Our amended and restated memorandum and articles of association (as amended on December 16, 2020, our “amended and restated
memorandum and articles of association”) prohibits us from entering into a business combination with another blank check
company or a similar company with nominal operations.
Nasdaq rules require that we must complete
one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the
trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account)
at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors
will make the determination as to the fair market value of our initial business combination. If our board of directors is not
able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent
investment banking firm which is a member of the Financial Industry Regulatory Authority (“FINRA”) or a valuation
or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors
will not be able to make an independent determination of the fair market value of our initial business combination, it may be
unable to do so if it is less familiar or experienced with the business of the particular target or if there is a significant
amount of uncertainty as to the value of a target’s assets or prospects.
We will complete our initial business
combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of
the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment
Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders
prior to our initial business combination may collectively own a minority interest in the post business combination company, depending
on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction
in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity
interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less
than a majority of our issued and outstanding shares subsequent to our initial business combination.
If less than 100% of the equity interests
or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business
or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described
above, provided that in the event that the business combination involves more than one target business, the 80% of net assets
test will be based on the aggregate value of all of the target businesses and we will treat the transactions together as our initial
business combination for purposes of seeking shareholder approval or conducting a tender offer, as applicable.
In evaluating a prospective target business,
we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees,
document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial,
operational, legal and other information which will be made available to us. If we determine to move forward with a particular
target, we will proceed to structure and negotiate the terms of the business combination transaction.
The time required to select and evaluate
a target business and to structure and complete our initial business combination, and the costs associated with this process,
are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation
of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed
will result in our incurring losses and will reduce the funds available for us to use to complete another business combination.
The company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services
rendered to or in connection with our initial business combination.
We are not prohibited from pursuing an
initial business combination with a company that is affiliated with our Sponsor, officers or directors, or completing the business
combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors. In the event we
seek to complete an initial business combination with a target that is affiliated with our Sponsor, officers or directors, we,
or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member
of FINRA or an independent accounting firm stating that such an initial business combination is fair to our company from a financial
point of view.
Redemption Rights for Public Shareholders
upon Completion of our Initial Business Combination
We will provide our public shareholders
with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two
business days prior to the consummation of our initial business combination, including interest earned on the funds held in the
trust account and not previously released to us, divided by the number of then outstanding public shares, subject to the limitations
and on the conditions described herein. The amount in the trust account is approximately $10.00 per public share as of December
31, 2020. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred
underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial
business combination with respect to our warrants. The Sponsor, our officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public
shares held by them in connection with the completion of our initial business combination.
Submission of our Initial Business
Combination to a Shareholder Vote
In the event that we seek shareholder
approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public
shareholders with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval, we will
complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the
affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. A quorum for such
meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented
in person or by proxy. Our Sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement,
our Sponsor, officers and directors have agreed to vote their founder shares, private placement shares and any public shares purchased
during or after the initial public offering (including in open market and privately-negotiated transactions) in favor of our initial
business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval
of our initial business combination once a quorum is obtained. In addition, our initial shareholders have agreed to waive their
redemption rights with respect to their founder shares and public shares in connection with the completion of the initial business
combination.
If we seek shareholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our Sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares
or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our
initial business combination. There is no limit on the number of shares our initial shareholders, directors, officers, advisors
or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they
have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions
for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such
transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material
nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
We do not currently anticipate that such
purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private
transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any
such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will
be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such
reporting requirements.
The purpose of any such purchases of shares
could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining shareholder
approval of the 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. Any such purchases of our securities may result in the completion of our initial business
combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float”
of our Class A ordinary shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced,
which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities
exchange.
Conduct of Redemptions Pursuant
to Tender Offer Rules
If we conduct redemptions pursuant to
the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), our offer to redeem will remain
open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted
to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will
be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public
shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial
business combination.
Upon the public announcement of our initial
business combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our Sponsor will terminate any
plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order
to comply with Rule 14e-5 under the Exchange Act.
Limitation on Redemption upon Completion
of our Initial Business Combination if we Seek Shareholder Approval
If we seek shareholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more
than an aggregate of 15% of the shares sold in the initial public offering without our prior consent (the “Excess Shares”)
without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares,
and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination
as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or
on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold
in the initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased
by us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting
our shareholders’ ability to redeem no more than 15% of the shares sold in the initial public offering without our prior
consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to
complete our initial business combination, particularly in connection with a business combination with a target that requires
as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our
shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Redemption of Public Shares and
Liquidation if No Initial Business Combination
Our amended and restated memorandum and
articles of association provide that we will have only twenty four (24) months from the closing of our initial public offering,
or December 21, 2022, to complete our initial business combination. If we are unable to complete our initial business combination
by December 21, 2022, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
(less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to
receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case
of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all
cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with
respect to our warrants, which will expire worthless if we fail to complete our initial business combination by December 21, 2022.
Competition
In identifying, evaluating and selecting
a target business for our initial business combination, we may encounter competition from other entities having a business objective
similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public
companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive
experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors
possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses
will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition
of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption
rights may reduce the resources available to us for our initial business combination and our issued and outstanding warrants,
and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these
factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
Employees
We currently have three officers: Andrea
Pignataro, Mathew J. Cestar and Alex Triplett. These individuals are not obligated to devote any specific number of hours to our
matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial
business combination. The amount of time they will devote in any time period will vary based on whether a target business has
been selected for our initial business combination and the stage of the business combination process we are in. We do not intend
to have any full time employees prior to the completion of our initial business combination.
Available Information
We are required to file Annual Reports
on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material
events in a Current Report on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at
www.sec.gov. In addition, the Company will provide copies of these documents without charge upon request from us in writing at
10 Queen St Place, 2nd Floor, London, EC4R 1BE, United Kingdom or by telephone at +44 20 73 98 0200.
Item 1A. Risk Factors.
An investment in our securities involves
a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained
in this Form 10-K, before making a decision to invest in our units. If any of the following events occur, our business, financial
condition and operating results may be materially adversely affected. In that event, the trading price of our securities could
decline, and you could lose all or part of your investment.
Risk Factor Summary
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We are a blank check company
with no operating history and no revenues, and you have no basis on which to evaluate
our ability to achieve our business objective.
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Our shareholders may not
be afforded an opportunity to vote on our proposed initial business combination, and
even if we hold a vote, holders of our founder shares will participate in such vote,
which means we may complete our initial business combination even though a majority of
our public shareholders do not support such a combination.
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Your only opportunity to
effect your investment decision regarding a potential business combination may be limited
to the exercise of your right to redeem your shares from us for cash.
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If we seek shareholder approval
of our initial business combination, our initial shareholders and management team have
agreed to vote in favor of such initial business combination, regardless of how our public
shareholders vote.
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In evaluating a prospective
target business for our initial business combination, our management will rely on the
availability of all of the funds from the sale of the forward purchase units to be used
as part of the consideration to the sellers in the initial business combination. If the
sale of the forward purchase units does not close, we may lack sufficient funds to consummate
our initial business combination.
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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.
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The ability of our public
shareholders to exercise redemption rights with respect to a large number of our shares
may not allow us to complete the most desirable business combination or optimize our
capital structure.
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The requirement that we complete
our initial business combination by December 21, 2022 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.
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Our search for a business
combination, and any target business with which we ultimately consummate a business combination,
may be materially adversely affected by the coronavirus (COVID-19) outbreak and the status
of debt and equity markets.
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We may not be able to complete
our initial business combination by December 21, 2022, in which case we would cease all
operations except for the purpose of winding up and we would redeem our public shares
and liquidate.
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If we seek shareholder approval
of our initial business combination, our Sponsor, initial shareholders, directors, executive
officers, advisors and their affiliates may elect to purchase shares or public warrants
from public shareholders, which may influence a vote on a proposed business combination
and reduce the public “float” of our Class A ordinary shares.
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If a shareholder fails to
receive notice of our offer to redeem our public shares in connection with our initial
business combination, or fails to comply with the procedures for submitting or tendering
its shares, such shares may not be redeemed.
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OrION has committed to purchase
at least $100,000,000 of forward purchase units and has the right to purchase up to $200,000,000
of additional forward purchase units concurrently with the closing of our initial business
combination, but has no obligation to purchase any or all of such additional amount.
Our ability to consummate our initial business combination may be adversely impacted
if OrION declines to exercise this right.
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You will not have any rights
or interests in funds from the trust account, except under certain limited circumstances.
Therefore, to liquidate your investment, you may be forced to sell your public shares
or warrants, potentially at a loss.
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Nasdaq may delist our securities
from trading on its exchange, which could limit investors’ ability to make transactions
in our securities and subject us to additional trading restrictions.
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You will not be entitled
to protections normally afforded to investors of many other blank check companies.
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Because of our limited resources
and the significant competition for business combination opportunities, it may be more
difficult for us to complete our initial business combination. If we are unable to complete
our initial business combination, our public shareholders may receive only their pro
rata portion of the funds in the trust account that are available for distribution to
public shareholders, and our warrants will expire worthless.
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If the net proceeds of the
initial public offering and the sale of the private placement warrants not being held
in the trust account are insufficient to allow us to operate for at least until December
21, 2022, it could limit the amount available to fund our search for a target business
or businesses and complete our initial business combination, and we will depend on loans
from our Sponsor or management team to fund our search and to complete our initial business
combination.
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Past performance by our management
team and their affiliates, including investments and transactions in which they have
participated and businesses with which they have been associated, may not be indicative
of future performance of an investment in us.
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Unlike some other similarly
structured special purpose acquisition companies, our initial shareholders will receive
additional Class A ordinary shares if we issue certain shares to consummate an initial
business combination.
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We may be a passive foreign
investment company, or “PFIC,” which could result in adverse United States
federal income tax consequences to U.S. investors.
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We may reincorporate in another
jurisdiction in connection with our initial business combination and such reincorporation
may result in taxes imposed on shareholders.
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We may reincorporate in another
jurisdiction in connection with our initial business combination, and the laws of such
jurisdiction may govern some or all of our future material agreements and we may not
be able to enforce our legal rights.
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Risks Relating to our Search for, Consummation
of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
Our public shareholders may not be
afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder
shares will participate in such vote, which means we may complete our initial business combination even though a majority of our
public shareholders do not support such a combination.
We may choose not to hold a shareholder
vote to approve our initial business combination unless the business combination would require shareholder approval under applicable
law or stock exchange listing requirements. In such case, 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. Even if we seek shareholder approval, the holders of our founder shares
will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if holders of
a majority of our ordinary shares do not approve of the business combination we complete.
In evaluating a prospective target
business for our initial business combination, our management will rely on the availability of all the funds from the sale of
the forward purchase units to be used as part of the consideration to the sellers in the initial business combination. If the
sale of the forward purchase units fails to close, we may lack sufficient funds to consummate our initial business combination.
In connection with the consummation of
the initial public offering, we entered into a forward purchase agreement with OrION pursuant to which OrION has committed that
it will purchase from us 10,000,000 forward purchase units, or at its option up to an aggregate maximum of 30,000,000 forward
purchase units, each consisting of one Class A ordinary share, or a forward purchase share, and one-third of one warrant to purchase
one Class A ordinary share, or a forward purchase warrant, for $10.00 per unit, or an aggregate amount of $100,000,000, or at
OrION’s option up to an aggregate amount of $300,000,000, in a private placement that will close concurrently with the closing
of our initial business combination. The proceeds from the sale of these forward purchase units, together with the amounts available
to us from the trust account (after giving effect to any redemptions of public shares) and any other equity or debt financing
obtained by us in connection with the business combination, will be used to satisfy the cash requirements of the business combination,
including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination
company for working capital or other purposes. The forward purchase shares will be identical to the Class A ordinary shares included
in the units being sold in the initial public offering, except that they will be subject to transfer restrictions and registration
rights, as described herein. The forward purchase warrants will have the same terms as the private placement warrants so long
as they are held by or its permitted assignees and transferees.
Your only opportunity to effect your
investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares
from us for cash.
At the time of your investment in us,
you will not be provided with an opportunity to evaluate the specific merits or risks of our initial 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 vote. Accordingly, your only opportunity
to effect your investment decision regarding our initial 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.
Members of our management team and
board of directors have significant experience as board members, officers or executives of other companies. As a result, certain
of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business
affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us,
which may impede our ability to consummate an initial business combination.
During the course of their careers, members
of our management team and board of directors have had significant experience as board members, officers or executives of other
companies. As a result of their involvement and positions in these companies, certain persons were, are now, or may in the future
become, involved in litigation, investigations or other proceedings relating to the business affairs of such companies or transactions
entered into by such companies. Any such litigation, investigations or other proceedings may divert our management team’s
and board’s attention and resources away from identifying and selecting a target business or businesses for our initial
business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination.
If we seek shareholder approval of
our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business
combination, regardless of how our public shareholders vote.
Our initial shareholders owned 20% of
our issued and outstanding ordinary shares immediately following the completion of the initial public offering. Our initial shareholders
and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our
amended and restated memorandum and articles of association provides that, if we seek shareholder approval of an initial business
combination, such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law,
which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company,
including the founder shares. As a result, in addition to our initial shareholders’ founder shares, we would need 21,562,500,
or 37.5%, of the 57,500,000 public shares sold in the initial public offering to be voted in favor of an initial business combination
in order to have our initial business combination approved (assuming all outstanding shares are voted, the over-allotment option
is not exercised and the parties to the letter agreement do not acquire any Class A ordinary shares). Accordingly, if we seek
shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote
in favor of our initial business combination will increase the likelihood that we will receive an ordinary resolution, being the
requisite shareholder approval for such initial business combination.
The ability of our public shareholders
to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which
may make it difficult for us to enter into a business combination with a target.
We may seek to enter into a business combination
transaction agreement with minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash
for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. If too
many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result,
would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount
that would cause our net tangible assets to be less than $5,000,001. Consequently, if accepting all properly submitted redemption
requests would cause our net tangible assets to be less than $5,000,001 or make us unable to satisfy a minimum cash condition
as described above, we would not proceed with such redemption and the related business combination and may instead search for
an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into
a business combination transaction with us.
The ability of our public shareholders
to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business
combination or optimize our capital structure.
At the time we enter into an agreement
for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore
will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption.
If 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 are 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. Furthermore, this dilution would increase to the
extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a
greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination.
In addition, the amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares
that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders
who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions,
the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The 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 is increased. 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 your exercise of redemption rights until we liquidate
or you are able to sell your shares in the open market.
The requirement that we complete our
initial business combination by December 21, 2022 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
by December 21, 2022. 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 timeframe described
above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms
that we would have rejected upon a more comprehensive investigation.
Our search for a business combination,
and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the
recent coronavirus (COVID-19) outbreak and the status of debt and equity markets, as well as protectionist legislation in our
target markets.
In December 2019, a novel strain of coronavirus
was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world,
including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease
(COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services
Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding
to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. This
outbreak of COVID-19 has resulted in a widespread health crisis that has and may continue to 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 and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns
relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s
personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. In addition,
countries or supranational organizations in our target markets may develop and implement legislation that makes it more difficult
or impossible for entities outside such countries or target markets to acquire or otherwise invest in companies or businesses
deemed essential or otherwise vital. The extent to which COVID-19 impacts our search for and ability to consummate a business
combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information
which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If
the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, and result in protectionist
sentiments and legislation in our target markets, 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.
We may not be able to complete our
initial business combination by December 21, 2022, in which case we would cease all operations except for the purpose of winding
up and we would redeem our public shares and liquidate.
We may not be able to find a suitable
target business and complete our initial business combination by December 21, 2022 after the closing of the initial public offering.
Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in
the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues to grow both
in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could
limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased
market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Furthermore, we may be unable
to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings
with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate
and consummate a transaction in a timely manner. Additionally, the outbreak of COVID-19 may negatively impact businesses we may
seek to acquire. If we have not completed our initial business combination within such time period, we will: (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate
and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims
of creditors and in all cases subject to the other requirements of applicable law.
If we seek shareholder approval of
our initial business combination, the Sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect
to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination
and reduce the public “float” 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 Sponsor, directors, officers, advisors or their affiliates may purchase shares or public warrants
in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination, although they are under no obligation to do so. There is no limit on the number of shares our initial shareholders,
directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law
and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated
any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public
warrants in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the
record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
In the event that our Sponsor, directors,
officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have
already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections
to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination
and thereby increase the likelihood of obtaining shareholder approval of the 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. Any such purchases of our securities
may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases
will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting
requirements.
In addition, if such purchases are made,
the public “float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities
may be reduced, possibly making it difficult to obtain or maintain 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 proxy rules or
tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our
compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such
shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents,
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 submit public shares for redemption. For example,
we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold
their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer
agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender
offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the date on
which the vote on the proposal to approve the initial business combination is to be held. In addition, if we conduct redemptions
in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also
submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial
owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed
in the proxy or tender offer materials, as applicable, its shares may not be redeemed.
You will not have any rights or interests
in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may
be forced to sell your public shares or warrants, potentially at a loss.
Our public shareholders will be entitled
to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination,
and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject
to the limitations and on the conditions described herein, (ii) 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 by December 21, 2022 or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of our public shares
if we are unable to complete an initial business combination by December 21, 2022, subject to applicable law and as further described
herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders
of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate
your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
You will not be entitled to protections
normally afforded to investors of many other blank check companies.
Since the net proceeds of the initial
public offering and the sale of the private placement warrants are intended to be used to complete an initial business combination
with a target business that has not been selected, we may be deemed to be a “blank check” company under the United
States securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the completion of the initial
public offering and the sale of the private placement warrants and will file a Current Report on Form 8-K, including an audited
balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies,
such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things,
this means our units will be immediately tradable and we will have a longer period of time to complete our initial business combination
than do companies subject to Rule 419. Moreover, if the initial public offering were subject to Rule 419, that rule would prohibit
the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were
released to us in connection with our completion of an initial business combination.
If we seek shareholder approval of
our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”
of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such
shares in excess of 15% of our Class A ordinary shares.
If we seek shareholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than
an aggregate of 15% of the shares sold in the initial public offering without our prior consent, which we refer to as the “Excess
Shares.” 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 are
unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds
in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
We expect to encounter 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 similar or greater technical, human and other resources to ours or more local industry knowledge
than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While
we believe there are numerous target businesses we could potentially acquire with the net proceeds of 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, we are obligated to offer holders of our public shares
the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote
or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business
combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.
If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion
of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
If the net proceeds of the initial
public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us
to operate for at least until December 21, 2022, it could limit the amount available to fund our search for a target business
or businesses and complete our initial business combination, and we will depend on loans from our Sponsor or management team to
fund our search and to complete our initial business combination.
Of the net proceeds of the initial public
offering, only $1,000,000 will be available to us initially outside the trust account to fund our working capital requirements.
We believe that, upon closing of the initial public offering, the funds available to us outside of the trust account will be sufficient
to allow us to operate for at least until December 21, 2022; however, we cannot assure you that our estimate is accurate. Of the
funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search
for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision
(a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for
transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular
proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent 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.
Prior to the completion of our initial
business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we
do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access
to funds in our trust account. If we are unable to complete our initial business combination because we do not have sufficient
funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders
may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our warrants will
expire worthless.
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 our share price, which could
cause you to lose some or all of your investment.
Even if we conduct due diligence on a
target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be
present within 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 debt financing to partially finance the initial business combination or thereafter.
Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in
the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able
to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary
duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation
or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or
material omission.
If third parties bring claims against
us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be
less than $10.00 per share.
Our placing of funds in the trust account
may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers,
prospective target businesses and other entities with which we do business 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 consider whether competitive alternatives are reasonably
available to us and will only enter into an agreement with such third party if management believes that such third party’s
engagement would be in the best interests of the company under the circumstances. Marcum LLP, our independent registered public
accounting firm, and the underwriters of the initial public offering will not execute agreements with us waiving such claims to
the monies held in the trust account.
Examples of possible instances where we
may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to
execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there
is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption
of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the
exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment
of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly,
the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held
in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit
to the registration statement, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third
party for services rendered or products sold to us, or a prospective target business with which we have entered into a written
letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in
the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust
account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of
the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective
target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver
is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the initial public offering against
certain liabilities, including liabilities under the Securities Act of 1933, as amended (“Securities Act”). However,
we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our
Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities
of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any
such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions
could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination,
and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers
or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target
businesses.
Our directors may decide not to enforce
the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the trust account available
for distribution to our public shareholders.
In the event that the proceeds in the
trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per public share held in the trust
account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of
the trust assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy his obligations or that
he has no indemnification obligations related to a particular claim, our independent directors would determine whether to take
legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that
our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so
in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high
relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent
directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution
to our public shareholders may be reduced below $10.00 per share.
We may not have sufficient funds to
satisfy indemnification claims of our directors and officers.
We have agreed to indemnify our officers
and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title,
interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for
any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient
funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers
and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary
duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors,
even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors
pursuant to these indemnification provisions.
If, after we distribute the proceeds
in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency
petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the
members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the
members of our board of directors and us to claims of punitive damages.
If, after we distribute the proceeds in
the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency
petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable
debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”
As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition,
our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith,
thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing
the claims of creditors.
If, before distributing the proceeds
in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency
petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims
of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation
may be reduced.
If, before distributing the proceeds in
the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency
petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy
law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of
our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be
received by our shareholders in connection with our liquidation may be reduced.
Our shareholders may be held liable
for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent
liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately
following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course
of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our
directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby
exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims
of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers
who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were
unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to
a fine of $18,293 and to imprisonment for five years in the Cayman Islands.
We may not hold an annual general meeting
until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint
directors.
In accordance with Nasdaq corporate governance
requirements, we are not required to hold an annual general meeting until no later than one year after our first fiscal year end
following our listing on Nasdaq. There is no requirement under the Companies Law for us to hold annual or extraordinary general
meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity
to appoint directors and to discuss company affairs with management. Our board of directors is divided into three classes with
only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first
annual general meeting) serving a three-year term. 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 until after the consummation of our initial business combination.
Because we are neither limited to evaluating
a target business in a particular industry sector nor have we selected any 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.
Our efforts to identify a prospective
initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue
an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management
team to identify and acquire a business or businesses that can benefit from our management team’s established global relationships
and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally
and has done so successfully in a number of sectors, including global technology sectors. Our amended and restated memorandum
and articles of association prohibits us from effectuating a business combination with another blank check company or similar
company with nominal operations. Because we have not yet selected any specific target business with respect to a business combination,
there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations,
cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be
affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially
unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in
the business and operations of a financially unstable or a development stage entity. Although our officers and directors will
endeavor to evaluate the risks inherent in a particular target business, we 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 units will ultimately prove to be more
favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly,
any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of
their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully
claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to
them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer
materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
We may seek business combination opportunities
in industries or sectors that may be outside of our management’s areas of expertise.
We will consider a business combination
outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that
such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to
evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain
or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove
to be less favorable to investors in the initial public offering than a direct investment, if an opportunity were available, in
a business combination candidate. In the event we elect to pursue a business combination outside of the areas of our management’s
expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information
regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect
to acquire. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly,
any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the
value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.
Although we have identified general
criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial
business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with
which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and
guidelines.
Although we have identified general criteria
and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our
initial business combination will not have all of these positive attributes. If we complete our initial business combination with
a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a
business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination
with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption
rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum
net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, 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 are unable to
complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the
trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
We are not required to obtain an opinion
from an independent investment banking firm or from a valuation or appraisal firm, and consequently, you may have no assurance
from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of
view.
Unless we complete our initial business
combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target
business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an
independent investment banking firm which is a member of FINRA or from a valuation or appraisal firm that the price we are paying
is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the
judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial
community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our
initial business combination.
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 the
proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement
disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or
not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with,
or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”) or international
financial reporting standards as issued by the International Accounting Standards Board (“IFRS”) depending on the
circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the
pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in
time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within
the prescribed time frame.
Compliance obligations under the Sarbanes-Oxley
Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management
resources, and increase the time and costs of completing an initial business combination.
Section 404 of the Sarbanes-Oxley Act
requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the
year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no
longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting
firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth
company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our
internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of
the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which
we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding
adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley
Act may increase the time and costs necessary to complete any such business combination.
We do not have a specified maximum
redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business
combination with which a substantial majority of our shareholders do not agree.
Our amended and restated memorandum and
articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible
assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement
for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes
or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination
even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares
or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our
initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their
shares to our Sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration
we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required
to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available
to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption
will be returned to the holders thereof, and we instead may search for an alternate business combination.
In order to effectuate an initial business
combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and
other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended
and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete
our initial business combination that our shareholders may not support.
In order to effectuate a business combination,
special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments,
including their warrant agreements. For example, special purpose acquisition 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 will require a special resolution under Cayman Islands
law, being the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting
of the company, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and,
solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement
with respect to the private placement warrants, 50% of the then outstanding private placement warrants. In addition, our amended
and restated memorandum and articles of association requires us to provide our public shareholders with the opportunity to redeem
their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A)
to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or
to redeem 100% of our public shares if we do not complete an initial business combination by December 21, 2022 or (B) with respect
to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. To the extent
any of such amendments would be deemed to fundamentally change the nature of the securities offered in the initial public offering,
we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not
seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to
effectuate our initial business combination.
The provisions of our amended and restated
memorandum and articles of association that relate to 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 not less than
two-thirds of our ordinary shares who attend and vote at a general meeting of the company (or 65% of our ordinary shares with
respect to amendments to the trust agreement governing the release of funds from our trust account), which is a lower amendment
threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our amended
and restated memorandum and articles of association to facilitate the completion of an initial business combination that some
of our shareholders may not support.
Our amended and restated memorandum and
articles of association provide that any of its provisions related to pre-business combination activity (including the requirement
to deposit proceeds of the initial public offering and the private placement of warrants into the trust account and not release
such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may
be amended if approved by special resolution, under Cayman Islands law being the affirmative vote of a majority of at least two-thirds
of the shareholders who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement
governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. Our
initial shareholders, who will collectively beneficially own 20% of our ordinary shares upon the closing of the initial public
offering (assuming they do not purchase any units in the initial public offering), will participate in any vote to amend our amended
and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner
they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association
which govern our pre-business combination behavior more easily than some other special purpose acquisition companies, and this
may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies
against us for any breach of our amended and restated memorandum and articles of association.
Our Sponsor, officers and directors have
agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum
and articles of association (A) 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 by
December 21, 2022 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business
combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon
approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes,
divided by the number of then outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of,
these agreements and, as a result, will not have the ability to pursue remedies against our Sponsor, officers or directors for
any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative
action, subject to applicable law.
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.
We have not selected any specific business
combination target but intend to target businesses with enterprise values that are greater than we could acquire with the net
proceeds of the initial public offering and the sale of the private placement warrants and the forward purchase securities. As
a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed
to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial
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. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination
for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment
of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase
of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive their
pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants
will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination,
we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing
could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors
or shareholders is required to provide any financing to us in connection with or after our initial business combination.
Our initial shareholders control a
substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in
a manner that you do not support.
Our initial shareholders own 20% of our
issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder
vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles
of association. If our initial shareholders purchase any additional Class A ordinary shares in the aftermarket or in privately
negotiated transactions, this would increase their control. Neither our initial shareholders nor, to our knowledge, any of our
officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual Report
on Form 10-K. Factors that would be considered in making such additional purchases would include consideration of the current
trading price of our Class A ordinary shares. In addition, our board of directors, whose members were elected by our Sponsor,
is and will be divided into three classes, each of which will generally serve for a terms for three years with only one class
of directors being elected in each year. We may not hold an annual meeting of shareholders to elect new directors prior to the
completion of our initial business combination, in which case all of the current directors will continue in office until at least
the completion of the business combination. If there is an annual meeting, as a consequence of our “staggered” board
of directors, only a minority of the board of directors will be considered for election and our initial shareholders, because
of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial shareholders will
continue to exert control at least until the completion of our initial business combination.
OrION has committed to purchase at
least $100,000,000 of forward purchase units and has the right to purchase up to $200,000,000 of additional forward purchase units
concurrently with the closing of our initial business combination, but has no obligation to purchase any or all of such additional
amount. Our ability to consummate our initial business combination may be adversely impacted if OrION declines to exercise this
right.
OrION has the right to purchase up to
$200,000,000 of additional forward purchase units concurrently with the closing of our initial business combination. If our board
of directors determines that additional capital is needed in order to consummate our initial business combination or for other
reasons and OrION does not purchase the up to $200,000,000 of additional forward purchase units or such amount as our board of
directors has determined may be needed, we may not have sufficient capital to satisfy certain conditions to consummate our initial
business combination.
Resources could be wasted in researching
business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire
or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only
receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, 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, consultants
and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the
proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business,
we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such
event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to
locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders
may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders,
and our warrants will expire worthless.
Our key personnel may negotiate employment
or consulting agreements with a target business in connection with a particular business combination, and a particular business
combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to
receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest
in determining whether a particular business combination is the most advantageous.
Our key personnel may be able to remain
with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting
agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation
of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or
our securities for services they would render to us after the completion of the business combination. Such negotiations also could
make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests
of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary
duties under Cayman Islands law.
We may have a limited ability to assess
the management of a prospective target business and, as a result, may effect our initial business combination with a target business
whose management may not have the skills, qualifications or abilities to manage a public company.
When evaluating the desirability of effecting
our initial business combination with a prospective target business, our ability to assess the target business’s management
may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s
management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.
Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public
company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders
who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such
shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction
was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able
to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable,
relating to the business combination contained an actionable material misstatement or material omission.
If we effect our initial business combination
with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect
us.
If we pursue a target company with operations
or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection
with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination,
we would be subject to a variety of additional risks that may negatively impact our operations.
If we pursue a target a company with operations
or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with
cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business
combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators
or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.
If we effect our initial business combination
with such a company, we would be subject to any special considerations or risks associated with companies operating in an international
setting, including any of the following:
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costs and difficulties inherent
in managing cross-border business operations;
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rules and regulations regarding
currency redemption;
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complex corporate withholding
taxes on individuals;
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laws governing the manner
in which future business combinations may be effected;
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exchange listing and/or delisting
requirements;
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tariffs and trade barriers;
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regulations related to customs
and import/export matters;
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local or regional economic
policies and market conditions;
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unexpected changes in regulatory
requirements;
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challenges in managing and
staffing international operations;
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tax issues, such as tax law
changes and variations in tax laws as compared to the United States;
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currency fluctuations and
exchange controls;
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challenges in collecting
accounts receivable;
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cultural and language differences;
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employment regulations;
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underdeveloped or unpredictable
legal or regulatory systems;
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protection of intellectual
property;
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social unrest, crime, strikes,
riots and civil disturbances;
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regime changes and political
upheaval;
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terrorist attacks and wars;
and
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deterioration of political
relations with the United States.
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We may not be able to adequately address
these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we
complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial
condition and results of operations.
We may be a passive foreign investment
company, or “PFIC,” which could result in adverse United States 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 Class A ordinary shares or warrants, the U.S.
Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements.
Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception.
Depending on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot
be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our
status as a PFIC for our current taxable year or any subsequent taxable year (and, in the case of the startup exception, potentially
not until after the two taxable years following our current taxable year). Our actual PFIC status for any taxable year, however,
will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year,
upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”)
may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified
electing fund” election, but there can be no assurance that we will timely provide such required information, and such election
would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding
the possible application of the PFIC rules.
We may reincorporate in another jurisdiction
in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.
We may, in connection with our initial
business combination and subject to requisite shareholder approval by special resolution under the Companies Law, reincorporate
in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require
a shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members
are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders to pay such taxes.
Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.
We may reincorporate in another jurisdiction
in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material
agreements and we may not be able to enforce our legal rights.
In connection with our initial business
combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine
to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the
enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United
States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business,
business opportunities or capital.
We 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.
Although we have no commitments as of
the date of this Annual Report on Form 10-K to issue any notes or other debt securities, or to otherwise incur outstanding debt
following the initial public offering, we may choose to incur substantial debt to complete our initial business combination. We
and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right,
title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the
per share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of
negative effects, including:
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default and foreclosure on
our assets if our operating revenues after an initial business combination are insufficient
to repay our debt obligations;
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acceleration of our obligations
to repay the indebtedness even if we make all principal and interest payments when due
if we breach certain covenants that require the maintenance of certain financial ratios
or reserves without a waiver or renegotiation of that covenant;
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our immediate payment of
all principal and accrued interest, if any, if the debt security is payable on demand;
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our inability to obtain necessary
additional financing if the debt security contains covenants restricting our ability
to obtain such financing while the debt security is outstanding;
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our inability to pay dividends
on our Class A ordinary shares;
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using a substantial portion
of our cash flow to pay principal and interest on our debt, which will reduce the funds
available for dividends on our Class A ordinary shares if declared, expenses, capital
expenditures, acquisitions and other general corporate purposes;
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limitations on our flexibility
in planning for and reacting to changes in our business and in the industry in which
we operate;
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increased vulnerability to
adverse changes in general economic, industry and competitive conditions and adverse
changes in government regulation; and
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limitations on our ability
to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service
requirements, execution of our strategy and other purposes and other disadvantages compared
to our competitors who have less debt.
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We may only be able to complete one
business combination with the proceeds of the initial public offering 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.
The net proceeds from the initial public
offering and the private placement provided us with $575,000,000 that we may use to complete our initial business combination
(after taking into account the $20,125,000 of deferred underwriting commissions being held in the trust account).
We may effectuate our initial business
combination with a single target business or multiple target businesses simultaneously or within a short period of time. However,
we may not be able to effectuate our initial business combination with more than one target business because of various factors,
including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements
with the SEC that present operating results and the financial condition of several target businesses as if they had been operated
on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may
subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations
or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to
complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects
for our success may be:
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solely
dependent upon the performance of a single business, property or asset, or
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dependent
upon the development or market acceptance of a single or limited number of products,
processes or services.
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This lack of diversification may subject
us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the
particular industry in which we may operate subsequent to our initial business combination.
We may attempt to simultaneously complete
business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination
and give rise to increased costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire
several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its
business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us,
and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional
risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations
(if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services
or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could
negatively impact our profitability and results of operations.
We may attempt to complete our initial
business combination with a private company about which little information is available, which may result in a business combination
with a company that is not as profitable as we suspected, if at all.
In pursuing our business combination 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.
Risks Relating to our Sponsor and Management Team
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 key personnel could negatively impact the operations
and profitability of our post-combination business.
Our ability to successfully effect our
initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business,
however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management
or advisory positions following our initial business combination, it is likely that some or all of the management of the target
business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination,
we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with
the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping
them become familiar with such requirements.
We are dependent upon our officers
and directors and their loss could adversely affect our ability to operate.
Our operations are dependent upon a relatively
small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued
service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers
and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of
interest in allocating their time among various business activities, including identifying potential business combinations and
monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of
our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental
effect on us.
Since our Sponsor, officers and directors
will lose their entire investment in us if our initial business combination is not completed (other than with respect to public
shares they may acquire during or after the initial public offering), a conflict of interest may arise in determining whether
a particular business combination target is appropriate for our initial business combination.
On October 7, 2020, our Sponsor paid $25,000,
or approximately $0.002 per share, to cover certain of our offering costs in exchange for 14,375,000 founder shares.
Prior to the initial investment in the
company of $25,000 by the Sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares
was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of
founder shares outstanding was determined based on the expectation that the total size of the initial public offering would be
a maximum of 57,500,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder
shares would represent 20% of the outstanding shares after the initial public offering. Up to 1,875,000 founder shares were subject
to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. In
connection with the underwriters’ full exercise of their over-allotment option on December 21, 2020, the 1,875,000 shares
were no longer subject to forfeiture. The founder shares will be worthless if we do not complete an initial business combination.
In addition, our Sponsor purchased an aggregate of 9,000,000 warrants for an aggregate purchase price of $13,500,000, or $1.50
per warrant. The private placement warrants will also be worthless if we do not complete our initial business combination. The
personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target
business combination, completing an initial business combination and influencing the operation of the business following the initial
business combination. This risk may become more acute as December 21, 2022 nears, which is the deadline for our completion of
an initial business combination.
Our executive officers and directors
will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time
to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business
combination.
Our executive officers and directors are
not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating
their time between our operations and our search for a business combination and their other businesses. We do not intend to have
any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged
in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not
obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers
and board members for other entities. If our executive officers’ and directors’ other business affairs require them
to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability
to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.
Our officers and directors presently
have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities 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. Each of our officers
and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other
entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such
entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should
be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity
prior to its presentation to us. Our amended and restated memorandum and articles of association provides that we renounce our
interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such
person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually
permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted
to refer that opportunity to us without violating another legal obligation. In addition, our Sponsor and our officers and directors
may Sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures
during the period in which we are seeking an initial business combination. Any such companies, businesses or ventures may present
additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential
conflicts would materially affect our ability to complete our initial business combination.
Our executive officers, directors,
security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly
prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial
interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.
In fact, we may enter into a business combination with a target business that is affiliated with our Sponsor, our directors or
executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from
engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may
have a conflict between their interests and ours.
The personal and financial interests of
our directors and officers may influence their motivation in timely identifying and selecting a target business and completing
a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable
target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular
business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a breach
of their fiduciary duties to us as a matter of Delaware law and we or our shareholders might have a claim against such individuals
for infringing on our shareholders’ rights. However, we might not ultimately be successful in any claim we may make against
them for such reason.
We may engage in a business combination
with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, executive officers,
directors or existing holders which may raise potential conflicts of interest.
In light of the involvement of our Sponsor,
executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor,
executive officers, directors or existing holders. Our directors also serve as officers and board members for other entities.
Such entities may compete with us for business combination opportunities. Our Sponsor, officers and directors are not currently
aware of any specific opportunities for us to complete our initial business combination with any entities with which they are
affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities.
Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue
such a transaction if we determined that such affiliated entity met our criteria for a business combination and such transaction
was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an
independent investment banking firm which is a member of FINRA or a valuation or appraisal firm regarding the fairness to our
company from a financial point of view of a business combination with one or more domestic or international businesses affiliated
with our Sponsor, executive officers, directors or existing holders, 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.
The officers and directors of an acquisition
candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key
personnel could negatively impact the operations and profitability of our post-combination business.
The role of an acquisition candidate’s
key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate
that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate
following our initial business combination, it is possible that members of the management of an acquisition candidate will not
wish to remain in place.
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 only complete such business combination if the post-transaction company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in
the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will
not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting
securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post
business combination company, depending on valuations ascribed to the target and us in the business combination. For example,
we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the
outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the
target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately
prior to such transaction could own less than a majority of our issued and outstanding Class A ordinary shares subsequent to such
transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or
group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely
that our management will not be able to maintain control of the target business.
Risks Relating to our Securities
If we are deemed to be an investment
company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities
may be restricted, which may make it difficult for us to complete our initial business combination.
If we are deemed to be an investment company
under the Investment Company Act, our activities may be restricted, including:
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restrictions on the nature
of our investments; and
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restrictions on the issuance
of securities, each of which may make it difficult for us to complete our initial business
combination. In addition, we may have imposed upon us burdensome requirements, including:
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registration as an investment
company with the SEC;
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adoption of a specific form
of corporate structure; and
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reporting, record keeping,
voting, proxy and disclosure requirements and other rules and regulations.
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In order not to be regulated as an investment
company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily
in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting,
owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government
securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and
thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with
a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our anticipated
principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only
be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under
the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement,
the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments,
and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling
businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company”
within the meaning of the Investment Company Act. The initial public offering is not intended for persons who are seeking a return
on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending
the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares
properly 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 by December 21, 2022 or (B) with
respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity;
or (iii) absent an initial business combination by December 21, 2022, our return of the funds held in the trust account to our
public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may
be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance
with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder
our ability to complete a business combination. If we are unable to complete our initial business combination, our public shareholders
may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders,
and our warrants will expire worthless.
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.
Although after giving effect to the initial
public offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in Nasdaq listing standards,
we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial
business combination. 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. Generally, we must maintain a minimum amount in shareholders’
equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally,
in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial
listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain
the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share
and our shareholders’ equity would generally be required to be at least $5.0 million and we would be required to have a
minimum of 300 round lot holders of our securities, with at least 50% of such round lot holders holding securities with a market
value of at least $2,500. We cannot assure you that we will be able to meet those initial listing requirements at that time. If
Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities
exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant
material adverse consequences, including:
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a limited availability of
market quotations for our securities;
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reduced liquidity for our
securities;
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a determination that our
Class A ordinary shares are a “penny stock” which will require brokers trading
in our Class A ordinary shares to adhere to more stringent rules and possibly result
in a reduced level of trading activity in the secondary trading market for our securities;
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a limited amount of news
and analyst coverage; and
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a decreased ability to issue
additional securities or obtain additional financing in the future.
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The National Securities Markets Improvement
Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which
are referred to as “covered securities.” Our units, Class A ordinary shares and warrants qualify as covered securities
under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow
the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then
the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used
these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain
state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers,
to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our
securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which
we offer our securities.
We may issue additional Class A ordinary
shares or preference shares to complete our initial business combination or under an employee incentive plan after completion
of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a
ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained
therein. 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 preference shares, par value $0.0001 per share. Immediately
after the initial public offering, there were 442,500,000 and 35,625,000 authorized but unissued Class A ordinary shares and Class
B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon
exercise of outstanding warrants, the forward purchase warrants, shares issuable upon conversion of the Class B ordinary shares,
or shares issued upon the sale of the forward purchase shares. The Class B ordinary shares are automatically convertible into
Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, initially
at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated memorandum and articles of
association, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related
to our initial business combination. Immediately after the initial public offering, there were no preference shares issued and
outstanding.
We may issue a substantial number of additional
Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan
after completion of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B
ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution
provisions as set forth therein. 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 shares that would entitle the holders thereof
to (i) receive funds from the trust account or (ii) vote on any initial business combination. These provisions of our amended
and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of
association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:
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may significantly dilute
the equity interest of investors in the initial public offering;
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may subordinate the rights
of holders of Class A ordinary shares if preference shares are issued with rights senior
to those afforded our Class A ordinary shares;
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could cause a change in control
if a substantial number of Class A ordinary shares are issued, which may affect, among
other things, our ability to use our net operating loss carry forwards, if any, and could
result in the resignation or removal of our present officers and directors; and
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may adversely affect prevailing
market prices for our units, Class A ordinary shares and/or warrants.
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You will not be permitted to exercise
your warrants unless we register and qualify 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.
We are not registering the Class A ordinary
shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under
the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days,
after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement
covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter
will use our best efforts to cause the same to become effective within 60 business days following our initial business combination
and to maintain 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 laws.
You may only be able to exercise your
public warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer Class
A ordinary shares from such exercise than if you were to exercise such warrants for cash.
The warrant agreement provides that in
the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will,
instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the Class A
ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms
of the warrant agreement; (ii) if we have so elected and the 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; and (iii) if we have so elected and we call the public warrants for redemption.
If you exercise your public warrants on
a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares
equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied
by the excess of the “fair market value” of our Class A ordinary shares (as defined in the next sentence) over the
exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing
price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice
of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.
As a result, you would receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for
cash.
The grant of registration rights to
our initial shareholders and holders of our private placement warrants and forward purchase securities 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.
Our initial shareholders and their permitted
transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our
private placement warrants and their permitted transferees can demand that we register the private placement warrants and the
Class A ordinary shares issuable upon exercise of the private placement warrants, holders of securities that may be issued upon
conversion of working capital loans or holders of our forward purchase securities and their permitted transferees may demand that
we register such units, shares, warrants or the Class A ordinary shares issuable upon exercise of such warrants and any other
securities of the company acquired by them prior to the consummation of our initial business combination. 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, holders of our private placement warrants, holders of our working capital loans or holders of our forward
purchase securities or their respective permitted transferees are registered.
Unlike some other similarly structured
special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we issue certain
shares to consummate an initial business combination.
The founder shares will automatically
convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination
on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked
securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares
issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares
outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders),
including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any
equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation
of the initial business combination (including the forward purchase shares but not the forward purchase warrants), excluding any
Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to
be issued, to any seller in the initial business combination and any private placement warrants issued to our Sponsor, officers
or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less
than one-for-one basis.
Our letter agreement with our Sponsor,
officers and directors may be amended without shareholder approval.
Our letter agreement with our Sponsor,
officers and directors contain provisions relating to 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 may be amended without shareholder approval (although releasing the parties from the restriction
not to transfer the founder shares for 185 days following the date of the prospectus will require the prior written consent of
the underwriters). While we do not expect our board to approve any amendment to the letter agreement prior to our initial business
combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses
to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval
from our shareholders and may have an adverse effect on the value of an investment in our securities.
Our initial shareholders paid an aggregate
of $25,000, or approximately $0.002 per founder share and, accordingly, you will experience immediate and substantial dilution
from the purchase of our Class A ordinary shares.
The difference between the public offering
price per share (allocating all of the unit purchase price to the Class A ordinary share and none to the warrant included in the
unit) and the pro forma net tangible book value per share of our Class A ordinary shares after the initial public offering constitutes
the dilution to you and the other investors in the initial public offering. Our initial shareholders acquired the founder shares
at a nominal price, significantly contributing to this dilution. Upon closing of the initial public offering, and assuming no
value is ascribed to the warrants included in the units, you and the other public shareholders will incur an immediate and substantial
dilution of approximately 96.6% (or $9.66 per share, assuming no exercise of the underwriters’ over-allotment option), the
difference between the pro forma net tangible book value per share after the initial public offering of $0.34 and the initial
offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the founder
shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares
at the time of our initial business combination. In addition, because of the anti-dilution protection in the founder shares, any
equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive
to our Class A ordinary shares.
We may amend the terms of the warrants
in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding
public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and
the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
Our warrants will be issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity
or to correct any defective provision or 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, (ii) adjusting the provisions relating to
cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement 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, provided that the approval by the holders of at least 50% of the then outstanding public warrants is required to make
any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms
of the public warrants in a manner adverse to a holder of public warrants if holders of at least 50% of the then outstanding public
warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least
50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things,
increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease
the number of Class A ordinary shares purchasable upon exercise of a warrant.
Our warrant agreement designates the
courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive
forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability
of warrant holders to obtain a favorable judicial forum for disputes with our company.
Our warrant agreement provides that, subject
to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement,
including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction
shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum.
Notwithstanding the foregoing, these provisions
of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other
claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity
purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented
to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope of the forum
provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District
Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder
shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State
of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant
holder’s counsel in the foreign action as agent for such warrant holder.
This choice-of-forum provision may limit
a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which
may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable
with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving
such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results
of operations and result in a diversion of the time and resources of our management and board of directors.
We may redeem your unexpired warrants
prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem the outstanding
public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided
that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the
number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period
ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are
met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register
or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants
as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could
force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for
you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants
or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely
to substantially less than the market value of your warrants. None of the private placement warrants or forward purchase warrants
will be redeemable by us so long as they are held by the Sponsor or OrION, as applicable, or their respective permitted transferees.
Our warrants may have an adverse effect
on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.
We issued warrants to purchase 19,166,667
of our Class A ordinary shares as part of the units offered and, simultaneously with the closing of the initial public offering,
we issued in a private placement an aggregate of 9,000,000 warrants, at $1.50 per warrant. We may also issue up to 10,000,000
forward purchase warrants pursuant to the forward purchase agreement. In addition, if the Sponsor makes any working capital loans,
it may convert those loans into up to an additional 1,000,000 private placement warrants, at the price of $1.50 per warrant. To
the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number
of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a
target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and
reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make
it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.
Because each unit contains one-third
of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition
companies.
Each unit contains one-third of one warrant.
Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will
trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon
exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This
is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one whole
share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon
completion of a business combination since the warrants will be exercisable in the aggregate for one-third of the number of shares
compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger
partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant
to purchase one whole share.
General Risk Factors
We are a blank check company with no
operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a blank check company incorporated
under the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through
the initial public offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve
our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any
prospective target business concerning a business combination and may be unable to complete our initial business combination.
If we fail to complete our initial business combination, we will never generate any operating revenues.
Past performance by our management
team and their affiliates, including investments and transactions in which they have participated and businesses with which they
have been associated, may not be indicative of future performance of an investment in the Company.
Information regarding our management team
and their affiliates, including investments and transactions in which they have participated and businesses with which they have
been associated, is presented for informational purposes only. Any past experience and performance by our management team and
their affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully
identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders,
or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences
of our management team and their affiliates, including investments and transactions in which they have participated and businesses
with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every
prior investment by each of the members of our management team or their affiliates. The market price of our securities may be
influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment
in our securities.
Cyber incidents or attacks directed
at us could result in information theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including
information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal.
Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure
of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive
or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently
protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and
remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could
have adverse consequences on our business and lead to financial loss.
Changes in laws or regulations, or
a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete
our initial business combination, and results of operations.
We are subject to laws and regulations
enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal
requirements, including with the law of the jurisdiction of our incorporation. Compliance with, and monitoring of, applicable
laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application
may also change from time to time and those changes could have a material adverse effect on our business, investments and results
of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a
material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and
results of operations.
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 internal controls attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute
payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important.
We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier,
including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before
that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether
investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities
less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise
would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private
companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that
apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such
extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt
the new or revised standard. This may make comparison of our financial statements with another public company which is neither
an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Additionally, we are a “smaller
reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain
reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will
remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such
completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior
June 30th. 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.