Item 1. Business
We are a blank check
company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual
Report as our initial business combination.
We seek to capitalize
on the more than 80 years of combined experience of our founders Roger K. Deromedi, Jason K. Giordano and Chinh E. Chu. Our
founders have known and had business relationships with one another for over 10 years. We believe our founders’ distinctive
and complementary backgrounds can have a transformative impact on a target business. Although we may pursue targets in any industry,
we intend to focus our search for a business combination target on businesses that complement our management team’s experience
acquiring and operating businesses in the consumer goods industry and related sectors. Our founders intend to focus our efforts
on companies where we believe the combination of our founders’ operating experience, deal-making track record, professional
relationships, and capital markets expertise can be catalysts to enhance the growth potential and value of a target business and
provide opportunities for an attractive return to our shareholders.
Our Founders
Our founder Roger
K. Deromedi has over 40 years of operational experience in the consumer goods sector, overseeing multiple businesses and iconic
consumer brands. Most recently, Mr. Deromedi was Independent Chairman and Lead Director of Pinnacle Foods, Inc., or Pinnacle
Foods (NYSE: PF), a manufacturer and marketer of consumer branded food products whose key brands include Birds Eye, Duncan Hines,
Vlasic, Wishbone, Aunt Jemima, Mrs. Butterworth, Log Cabin, Udi’s, Glutino and Gardein, among
others. Mr. Deromedi served as either Independent or Non-Executive Chairman of Pinnacle Foods from 2009 to 2018, including
through its initial public offering in 2013, and served as its Executive Chairman from 2007 to 2009. From 2013 to 2015, Mr. Deromedi
was an Executive Advisor for The Blackstone Group L.P., or Blackstone, in the consumer goods sector and was an independent advisor
to Blackstone from 2007 to 2013, including advising Blackstone on its purchase of Pinnacle Foods in 2007. From 2003 to 2006, Mr. Deromedi
was Chief Executive Officer of Kraft Foods, Inc., or Kraft, at the time one of the world’s largest food companies, with iconic
brands such as Kraft, Maxwell House, Nabisco, Oscar Mayer and Philadelphia.
During this time, he integrated Kraft’s separate North American and International businesses. Prior to this, he was Co-Chief
Executive Officer of Kraft from 2001 to 2003 during which time there was an initial public offering of the company in 2001, raising
approximately $8.7 billion in gross proceeds. Mr. Deromedi was previously President of Kraft Foods International, President
of the company’s Asia Pacific business and President of Kraft’s Western European business, based in Zurich. He also
served as Area Director of the company’s business in France, Iberia and Benelux, based in Paris, and was General Manager
of Kraft’s cheese and specialty products businesses in the United States. He began his career with General Foods, Kraft’s
predecessor company, in 1977 where he held various marketing positions. Mr. Deromedi previously served on the board of directors
of Pinnacle Foods, Kraft and The Gillette Company, Inc.
Our founder Jason
K. Giordano has over 15 years of investment and acquisition experience, with a focus in consumer goods and related sectors. Mr.
Giordano has been a Senior Managing Director at CC Capital Partners LLC, or CC Capital, since November 2018. Previously, Mr. Giordano
was a Managing Director in the private equity group at Blackstone where he oversaw investments in the consumer, education, packaging
and chemicals sectors. During his over 11 year tenure at Blackstone from 2006 to 2017, Mr. Giordano was involved in 12 initial
and follow-on acquisitions representing over $10 billion of transaction value, including several investments in consumer, retail
and related businesses. Prior to Blackstone, Mr. Giordano was a private equity investment professional at Bain Capital, LP and
an investment banker with Goldman, Sachs, & Co. Mr. Giordano has served on the board of directors of numerous public and private
companies, including Pinnacle Foods, Inc., a U.S.-based manufacturer and marketer of branded food products, Crocs, Inc. (Nasdaq:
CROX), a global supplier of branded footwear, AVINTIV Inc., or AVINTIV, a global supplier of specialty materials primarily sold
to consumer goods manufacturers, Outerstuff LLC, a leading U.S. supplier of licensed children’s sports apparel, and Ascend
Learning, LLC, a provider of online professional training tools and educational software. He also served as a board advisor to
Trilliant Food & Nutrition LLC, a manufacturer of private label food and beverage products.
Our founder Chinh
E. Chu has over 25 years of investment and acquisition experience. In 2016, Mr. Chu co-founded CF Corporation for the
purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses. On November 30, 2017, CF Corporation consummated the acquisition of Fidelity & Guaranty Life,
a provider of annuities and life insurance products (the “FGL business combination”). In connection with the FGL business
combination, the name of the company was changed from “CF Corporation” to “FGL Holdings” (NYSE: FG). Mr. Chu
serves as Co-Executive Chairman of FGL Holdings. Mr. Chu is also the Founder and the Senior Managing Partner of CC Capital,
a private investment firm. As Senior Managing Director of CC Capital, Mr. Chu led the effort to take The Dun & Bradstreet Corporation
private in a $7.2 billion transaction that closed in February 2019. Mr. Chu was previously a Senior Managing Director at Blackstone,
where, at the time of his departure, he was the longest tenured partner other than Stephen A. Schwartzman. During the period from
1990 to 2015, Mr. Chu led numerous investments across multiple sectors, including technology, financial services, chemicals,
specialty pharma and healthcare products, and packaging. Mr. Chu also served, at various points, as the Co-Chair of Blackstone’s
Private Equity Executive Committee, a member of Blackstone Capital Partners’ Investment Committee and a member of Blackstone’s
Executive Committee. Mr. Chu currently serves as a director of The Dun & Bradstreet Corporation, FGL Holdings, NCR Corporation
(NYSE: NCR) and Stearns Mortgage and has previously served as a director of various companies including AVINTIV, Graham Packaging,
Kronos Incorporated, SunGard Data Systems, Inc., the London International Financial Futures and Options Exchange, BankUnited Inc.,
Celanese Corporation, Nalco Company, Nycomed, Stiefel Laboratories and AlliedBarton Security Services.
Our founders have
known or worked together for over 10 years. From 2006 to 2015, our founders worked with one another as private equity investment
professionals or advisors to Blackstone, evaluating numerous investment opportunities and serving together on boards of directors.
Mr. Deromedi served as either Executive Chairman or Chairman of the board of directors of Pinnacle Foods from 2007 to 2018, where
Mr. Giordano served as a director from 2007 to 2015. During Mr. Deromedi’s tenure, Pinnacle Foods reported that its Adjusted
EBITDA nearly tripled from 2007 to 2017 as net income (loss) grew from $(115.4) million to $532.2 million, while Adjusted EBITDA
as a percentage of net sales expanded by over 600 basis points over the same period. Over that time, Pinnacle Foods acquired and
successfully integrated multiple businesses including Birds Eye Foods, Wishbone, Gardein and Boulder Brands, consistently meeting
or exceeding synergy targets. From its initial public offering in March 2013 to its sale to ConAgra Foods in October 2018, the
share price of Pinnacle Foods’s common stock increased by 233.3% (as of October 23, 2018), representing a 24.1% annualized
return, or approximately 6.1x the increase in the S&P 500 Consumer Staples index and 3.2x the increase in the S&P 500 index
over the same time period. Mr. Chu and Mr. Giordano also served together on the board of directors of AVINTIV. AVINTIV (f/k/a Polymer
Group, Inc.) is a manufacturer of specialty materials primarily sold to consumer goods companies for various applications, including
baby diapers, feminine hygiene products, disinfecting or facial wipes, and other applications. From 2011 to 2015, AVINTIV successfully
acquired and integrated three complementary businesses that expanded its geographic reach and product offering. AVINTIV was acquired
by Blackstone in 2011 for approximately $850 million and sold to a strategic buyer in 2015 for approximately $2.45 billion.
Business Strategy
Our business strategy
is to identify and complete our initial business combination with a company that complements the experiences and skills of our
management team and can benefit from their operational expertise. Our selection process leverages our founders’ broad and
deep relationship network, unique industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated
opportunities. This network has been developed through our founders’ extensive experience and demonstrated success in both
investing in and operating businesses in our target sectors and across a variety of industries, including:
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a track record of successfully identifying, acquiring,
and growing companies and ability to deliver shareholder value over an extended time period with above-market-average investment
returns;
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experience deploying a proven value creation toolkit
including recruiting world-class talent, identifying value enhancements, delivering operating efficiencies and successfully integrating
strategic acquisitions;
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an extensive history of accessing the capital markets
across various business cycles, including financing businesses and assisting companies with the transition to public ownership;
and
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significant experience with public company governance,
with our founders having served in key roles on numerous public company boards.
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We believe that our
management team is well positioned to identify attractive business combination opportunities with a compelling industry backdrop
and an opportunity for transformational growth. Our founders’ objectives are to generate attractive returns for shareholders
and enhance value through improving operational performance of the acquired company. We intend to favor opportunities with certain
industry and business characteristics. Key industry characteristics include stable long-term growth trends and industry fundamentals,
attractive competitive dynamics, opportunities to benefit from secular changes in consumer behavior (including shifting consumer
demographics, changing consumer shopping behaviors and evolving consumer preferences), limited “fad” or technological
disruption risks and potential consolidation opportunities. Key business characteristics include predictable and recurring revenues,
attractive market positions and competitive advantages, strong operating margins and free cash flow characteristics, opportunities
for operational improvement and scalable business models.
Our sponsor and our
independent directors have agreed to make an aggregate investment of $35,000,000 in us at the time of our initial business combination.
We entered into forward purchase agreements with our sponsor and our independent directors which provide for the purchase of an
aggregate of 3,500,000 Class A ordinary shares, plus an aggregate of 1,166,666 redeemable warrants to purchase one Class A
ordinary share at $11.50 per share, for an aggregate purchase price of $35,000,000, or $10.00 per Class A ordinary
share, in a private placement to close concurrently with the closing of our initial business combination. These purchases will
be made regardless of whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities
will be issued only in connection with the closing of the initial business combination. The proceeds from the sale of forward purchase
securities may be used to fund part of the consideration to the sellers in our initial business combination, expenses in connection
with our initial business combination or for working capital in the post-transaction company.
Acquisition Criteria
Consistent with our
business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating
prospective target businesses. We use these criteria and guidelines in evaluating acquisition opportunities, but we may decide
to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We seek
to acquire companies that we believe:
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are fundamentally sound but are underperforming their potential;
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exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace;
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are at an inflection point where we believe we can drive improved financial performance;
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offer opportunities to enhance financial performance through organic initiatives and/or inorganic growth opportunities that we identify in our analysis and due diligence;
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can benefit from our founders’ knowledge of the target sectors, proven collection of operational strategies and tools, and past experiences in profitably and rapidly scaling businesses;
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are valued attractively relative to their existing cash flows and potential for operational improvement; and
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offer an attractive potential return for our shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks.
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These criteria are
not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based,
to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may
deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not
meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder
communications related to our initial business combination, which, as discussed in this Annual Report, would be in the form of
proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission (the
“SEC”).
Our Acquisition Process
In evaluating a prospective
target business, we intend to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent
management and employees, document reviews and inspection of facilities, as well as a review of financial and other information
that will be made available to us.
We are not prohibited
from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the
event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors,
we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member
of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point
of view.
Members of our management
team and our independent directors directly or indirectly own founder shares and/or private placement warrants as well as entered
into agreements to purchase forward purchase securities and, accordingly, may have a conflict of interest in determining whether
a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each
of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the
retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with
respect to our initial business combination.
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, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity
to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman
Islands law. Our amended and restated memorandum and articles of association provide 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 it is an opportunity that we are able to complete on a reasonable basis. We
do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect
our ability to complete our initial business combination.
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 investments may present additional conflicts of interest in pursuing an initial business combination. However, we
do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.
We previously filed
a registration statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities
Exchange Act of 1934, as amended, or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under
the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange
Act prior or subsequent to the consummation of our initial business combination.
Significant activities since inception
On October 10, 2018,
the company consummated the initial public offering of 44,000,000 units, including the issuance of 4,000,000 units as a result
of the underwriters’ partial exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $440 million,
and incurring offering costs of approximately $25.02 million, inclusive of $15.45 million in deferred legal fees and
underwriting commissions.
Simultaneously with
the closing of the initial public offering, the company consummated the private placement of 7,200,000 private placement warrants
at a price of $1.50 per warrant to the sponsor, generating gross proceeds of $10.8 million.
Upon the closing of
the initial public offering and the private placement, $440 million ($10.00 per unit) of the net proceeds of the sale of the
units in the initial public offering and the private placement was placed in a trust account and was 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 180 days or less or in any open-ended investment company that holds itself out as
a money market fund selected by the company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of
the Investment Company Act, as determined by the company, until the earlier of: (i) the completion of an initial business
combination and (ii) the distribution of the trust account as described below.
Our units began trading
on October 5, 2018 on the New York Stock Exchange (the “NYSE”) under the symbol “CCH.U.” Commencing on
November 26, 2018, the securities comprising the units began separate trading. The ordinary shares and warrants are trading on
the NYSE under the symbols “CCH” and “CCH WS,” respectively.
Initial Business Combination
The rules of the NYSE
require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market
value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital
purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive
agreement in connection with 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 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 such independent determination of fair market value, it may be
unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount
of uncertainty as to the value of the target’s assets or prospects, including if such company is at an early stage of development,
operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the
board of directors determines that outside expertise would be helpful or necessary in conducting such analysis. As any such opinion,
if obtained, would only state that the fair market value meets the 80% of net assets threshold, unless such opinion includes material
information regarding the valuation of the target or the consideration to be provided, it is not anticipated that copies of such
opinion would be distributed to our shareholders. However, if required by Schedule 14A of the Exchange Act, any proxy solicitation
materials or tender offer documents that we will file with the SEC in connection with our initial business combination will include
such opinion.
We anticipate structuring
our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire
100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination
such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order
to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business
combination if the post-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 it not to be 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 the business combination may collectively own a minority interest in the post-transaction
company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction
in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this
case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number
of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding
shares subsequent to our initial business combination. If less than 100% of the 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 valued for purposes of the 80% of net assets test. If the business combination involves more than one
target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.
Target Industry Overview
We intend to focus
our search for a business combination target in the consumer goods industry and related sectors. We believe these areas represent
attractive segments of the economy in which to execute an initial business combination and generate attractive returns for our
shareholders.
We believe there are
numerous founder- and privately-owned businesses in these sectors that could benefit from our active ownership, operating model
and capital to scale their businesses. We also believe that there may be opportunities to effectuate corporate carve-outs of non-core
businesses that could benefit from increased attention and investment under our ownership. We believe this opportunity is enhanced
by recent consolidation in the sector (which could fuel corporate divestures and portfolio rationalization) and recent reductions
to federal corporate tax rates (which may increase net proceeds to corporate sellers). We believe we represent an attractive business
combination alternative to owners in our target sectors given (a) the significant demand for equities by public market investors
who understand these sectors and often value the perceived stability and cash flow generation of consumer and related assets, (b) the
potential for well-run, diversified and scaled businesses to trade at a premium relative to potential private transaction values
for smaller consumer and related assets and (c) our potential to add significant value to target businesses through our management
team’s experience and operational strategies. We also believe consumer goods and related sectors may present attractive returns
for investors during this stage in the economic cycle as our experience has shown that numerous sub-segments, such as consumer
staples, have historically exhibited limited cyclicality and resilience to economic recessions.
Although we expect
the consumer goods industry and related sectors to offer an array of potential target businesses with relatively stable and recurring
cash flows, the sector is undergoing a number of fundamental changes which we believe will impact relative growth rates and performance
going forward. These changes include shifting consumer demographics (including an increase in ethnic diversity, the aging of baby
boomers, and the transition of millennials into prime spending years), changing consumer shopping behaviors (including the increased
use of technology by consumers to research and purchase consumer goods and by brand owners to cost-effectively communicate with
consumers) and evolving consumer preferences (including an increased focus on health and wellness, an expanding appeal for customized,
authentic or local products, a growing focus on social responsibility, a shift of consumer spending toward experiences and the
bifurcation of spending into premium and value purchases). The retail segment is also experiencing significant change, including
disruption of substantial portions of the industry by technology and direct-to-consumer distribution models.
We intend to focus
our search for a business combination target on fundamentally sound businesses that we believe have a competitive advantage, can
be industry leaders, can scale rapidly, can capitalize on one or more of the above trends, and where there is substantial opportunity
for operational improvements. We intend to avoid target businesses experiencing or at significant risk of experiencing material
disruption to their businesses from technology, shifting consumer preferences or other factors.
Operating Model
We intend to focus
our search for a business combination target on businesses that can benefit from the industry knowledge and operational experience
of our management team and where we believe there are opportunities for operational improvements. We believe we can generate attractive
returns for our investors in relatively stable industry sub-sectors through implementation of our operational strategies focused
on enhancing organic growth, realizing supply chain efficiencies and streamlining costs and pursuing strategic acquisitions that
enhance the overall business profile and offer significant synergy opportunities. Our strategies to enhance organic growth may
include accelerating revenues of existing products through innovation, sales enhancements, improving returns on marketing investments,
optimizing promotional spending, or other process improvements. They may also include expanding revenues via new product offerings
or expansion into new channels of distribution or geographic areas. Our strategies to realize supply chain efficiencies and streamline
costs may include implementation of company-wide productivity programs (including “LEAN” or similar initiatives), investments
in technology or equipment, optimization of procurement (including through e-auctions and other tools), reducing distribution costs
(including through use of technology and software tools), and refinements to organizational structure, reporting layers, spans
of control and other variables. We also intend to evaluate strategic follow-on acquisitions that may accelerate our revenue growth,
enhance our market position or generate meaningful cost synergies. We believe the effective implementation of the above strategies
has the potential to meaningfully accelerate earnings growth of a target business. Our experience has shown such improved performance
can also result in public market investors or potential acquirers valuing the company at a higher multiple of earnings or cash
flows, further enhancing shareholder returns. While there can be no guarantees we will identify a target where each or any of these
strategies is applicable or that we will effectively implement these strategies, we believe our management’s experience pursuing
similar strategies will be attractive to potential sellers, management teams and our shareholders.
Status as a Public Company
We believe our structure
makes us an attractive business combination partner to target businesses. As an existing public company, we offer a target business
an alternative to a traditional initial public offering through a merger or other business combination with us. In a business combination
transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target business
for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares
and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find
this method a more expeditious and cost effective method to becoming a public company than a typical initial public offering. The
typical initial public offering process can take a significantly longer period of time than a potential transaction with us, and
there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may
not be present to the same extent in connection with a business combination with us.
Furthermore, once
a proposed business combination is completed, the target business will have effectively become public, whereas an initial public
offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which
could prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital,
an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its
shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile
among potential new customers and vendors and aid in attracting talented employees.
While we believe that
our structure and our management team’s background makes us an attractive business partner, some potential target businesses
may view our status as a special purpose acquisition company, including our lack of an operating history and our potential need
to seek shareholder approval of a proposed initial business combination, negatively.
We are an “emerging
growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain
an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the
fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at
least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our
Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the
date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Additionally, we are
a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage
of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary
shares held by non-affiliates 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 30.
Financial Position
As of December 31,
2019, we had $451,020,841 in the trust account that we may use to complete our initial business combination (after payment of offering
costs, including the $15,450,000 in deferred underwriting commissions and deferred legal fees). We offer a target business a variety
of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations
or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination
using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient
combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However,
we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.
Effecting Our Initial Business Combination
General
We are not presently
engaged in, and we will not engage in, any operations for an indefinite period of time following our initial public offering. We
intend to effectuate our initial business combination using cash from the proceeds of our initial public offering, the private
placements of the private placement warrants and the forward purchase securities, our equity, debt or a combination of these or
other sources as the consideration to be paid in our initial business combination.
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.
We may need to obtain
additional financing to complete our initial business combination, either because the transaction requires more cash than is available
from the proceeds held in our trust account and the proceeds from the issuance of the forward purchase securities or because we
become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case
we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our
ability to issue securities or incur debt in connection with our initial business combination. Other than the forward purchase
agreements, we are not currently a party to any arrangement or understanding with any third party with respect to raising any additional
funds through the sale of securities, the incurrence of debt or otherwise.
Sources of Target Businesses
Our process of identifying
acquisition targets leverages our management team’s unique industry experiences, proven deal sourcing capabilities and broad
and deep network of relationships, including executives and management teams, private equity groups and other institutional investors,
large business enterprises, lenders, investment bankers and other investment market participants, consultants, attorneys and accountants,
which we believe should provide us with a number of business combination opportunities. The collective experience, capability and
network of our founders, directors and officers, combined with their individual and collective reputations in the investment community,
helps to create prospective business combination opportunities.
In addition, we anticipate
that target business candidates may be brought to our attention from various unaffiliated sources, including investment bankers
and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being
solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may
be interested on an unsolicited basis, since many of these sources will have read our final prospectus relating to our initial
public offering and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may
also bring to our attention target business candidates of which they become aware through their business contacts as a result of
formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.
While we do not presently
anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal
basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting
fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will
engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not
otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management
determines is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction,
in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any
of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting
fee or other compensation by the company (other than as outlined below) for services rendered prior to, or for any services they
render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it
is). However, commencing on the date that our securities are first listed on the NYSE through the earlier of consummation of our
initial business combination or our liquidation, we will pay $10,000 per month to an affiliate of our sponsor for office space,
secretarial and administrative services provided to members of our management team and our sponsor, executive officers and directors,
or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities
on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Any
such payments prior to our initial business combination will be made from funds held outside the trust account.
We are not prohibited
from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers
or directors, or from making the acquisition through a joint venture or other form of shared ownership with our sponsor, officers
or directors. In the event we seek to complete our initial business combination with a business combination target that is affiliated
with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an
independent investment banking firm which is a member of FINRA or an independent accounting firm, that such an initial business
combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.
Evaluation of a Target Business and
Structuring of Our Initial Business Combination
In evaluating a prospective
target business, we intend to conduct a thorough 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 we can use to complete another business combination.
Lack of Business Diversification
For an indefinite
period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the
future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple
entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate
the risks of being in a single line of business. By completing our initial business combination with only a single entity, our
lack of diversification may:
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subject us to negative economic, competitive and regulatory
developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our
initial business combination; and
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cause us to depend on the marketing and sale of a single
product or limited number of products or services.
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Limited Ability to Evaluate the Target’s
Management Team
Although we will scrutinize
closely the management of a prospective target business when evaluating the desirability of effecting our initial business combination
with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future
management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role
of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination
as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial
business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following
our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our
initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience
or knowledge relating to the operations of the particular target business.
We cannot assure you
that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination
as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
Following a business
combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot
assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills,
knowledge or experience necessary to enhance the incumbent management.
Shareholders May Not Have the Ability
to Approve Our Initial Business Combination
We may conduct redemptions
without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated
memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable stock
exchange rule, or we may decide to seek shareholder approval for business or other legal reasons.
Under the NYSE’s
listing rules, shareholder approval would be required for our initial business combination if, for example:
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We issue (other than in a public offering for cash) ordinary
shares that will either (a) be equal to or in excess of 20% of the number of Class A ordinary shares then outstanding
or (b) have voting power equal to or in excess of 20% of the voting power then outstanding;
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Any of our directors, officers or substantial securityholders
(as defined by the NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired
and if the number of ordinary shares to be issued, or if the number of ordinary shares into which the securities may be convertible
or exercisable, exceeds either (a) 1% of the number of ordinary shares or 1% of the voting power outstanding before the issuance
in the case of any of our directors and officers or (b) 5% of the number of ordinary shares or 5% of the voting power outstanding
before the issuance in the case of any substantial securityholders; or
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The issuance or potential issuance of ordinary shares
will result in our undergoing a change of control.
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Permitted Purchases of Our Securities
If we seek shareholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination
pursuant to the tender offer rules, our sponsor, initial shareholders, directors, executive 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. 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. If they engage in such transactions, they will not make
any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases
are prohibited by Regulation M under the Exchange Act.
In the event that
our sponsor, initial shareholders, 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. 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.
The purpose of any
such purchases of shares could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood
of obtaining shareholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target
that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where
it appears that such requirement would otherwise not be met. 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 warrantholders for approval
in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial
business combination that may not otherwise have been possible.
In addition, if such
purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the
number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation,
listing or trading of our securities on a national securities exchange.
Our sponsor, initial
shareholders, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor,
initial shareholders, officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders
contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary
shares) following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor,
officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact potential selling
shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against
our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business
combination but only if such shares have not already been voted at the shareholder meeting related to our initial business combination.
Our sponsor, executive officers, directors, advisors or any of their affiliates will select which shareholders to purchase shares
from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase
shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.
Our sponsor, officers,
directors and/or their affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5
of the Exchange Act. 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.
Redemption Rights for Public Shareholders
upon Completion of Our Initial Business Combination
We will provide our
public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of
our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account calculated as of two business days prior to the consummation of the initial business combination, including interest (net
of taxes paid or payable), divided by the number of then outstanding public shares, subject to the limitations described herein.
The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute
to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised
must identify itself in order to validly redeem its shares. Our initial shareholders entered into agreements with us, pursuant
to which they agreed to waive their redemption rights with respect to their founder shares and public shares in connection with
the completion of our initial business combination. The other members of our management team entered into agreements similar to
the one entered into by our sponsor with respect to any public shares acquired by them in or after our initial public offering.
Limitations on Redemptions
Our amended and restated
memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause
our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules).
However, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii)
cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to
satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration
we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required
to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available
to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption
will be returned to the holders thereof.
Manner of Conducting Redemptions
We will provide our
public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of
our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination
or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination
or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing
of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law
or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer
rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder
approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our
outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder
approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required
by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules
of the SEC for business or other legal reasons.
If we held a shareholder
vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and articles of association:
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conduct the redemptions in conjunction with a proxy solicitation
pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender
offer rules; and
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file proxy materials with the SEC.
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In the event that
we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith,
provide our public shareholders with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder
approval, we will complete our initial business combination only if a majority of the ordinary shares voted are voted in favor
of the business combination. In such case, our initial shareholders agreed to vote their founder shares and any public shares purchased
during or after our initial public offering in favor of our initial business combination. As a result, in addition to our initial
shareholders’ founder shares, we would need 16,062,501, or 36.51%, of the 44,000,000 public shares 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). Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed
transaction.
If we conduct redemptions
pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:
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conduct the redemptions pursuant to Rule 13e-4 and
Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
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file tender offer documents with the SEC prior to completing
our initial business combination which contain substantially the same financial and other information about the initial business
combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation
of proxies.
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Upon the public announcement
of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1
to purchase Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to
comply with Rule 14e-5 under the Exchange Act.
In the event we conduct
redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance
with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until
the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering
more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered
to purchase, we will withdraw the tender offer and not complete the initial business combination.
Limitation on 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 Excess
Shares (as defined further below). We believe this restriction will discourage shareholders from accumulating large blocks of shares,
and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination
as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or
on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold
in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased
by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our
shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent,
we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete
our initial business combination, particularly in connection with a business combination with a target that requires as a closing
condition that we have a minimum net worth or a certain amount of cash.
However, we would
not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial
business combination.
Tendering Share Certificates in Connection
with a Tender Offer or Redemption Rights
In connection with
any vote held to approve a proposed business combination, public shareholders seeking to exercise their redemption rights, whether
they are record holders or hold their shares in “street name,” will be required to either tender their certificates
(if any) to our transfer agent or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s
DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case no later than two business days prior
to the initially scheduled vote on the proposal to approve the business combination. The proxy solicitation or tender offer materials,
as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate
the applicable delivery requirements, which will include the requirement that any beneficial owner on whose behalf a redemption
right is being exercised must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have
from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior
to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek
to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for
shareholders to use electronic delivery of their public shares.
There is a nominal
cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up
to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether
or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement
of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
In addition, if we
conduct redemptions in connection with a shareholder vote, a public shareholder seeking redemption of its public shares must also
submit a written request for redemption to our transfer agent at least two business days prior to the vote in which the name of
the beneficial owner of such shares is included.
Any request to redeem
such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal
to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its
certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect
to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).
It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed
promptly after the completion of our initial business combination.
If our initial business
combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption
rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case,
we will promptly return any certificates delivered by public holders who elected to redeem their shares.
If our initial proposed
business combination is not completed, we may continue to try to complete a business combination with a different target until
24 months from the closing of our initial public offering.
Redemption of Public Shares and Liquidation
If No Initial Business Combination
Our amended and restated
memorandum and articles of association provide that we will have only 24 months from the closing of our initial public offering
to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month
period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
not more than five business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and
net of taxes paid or payable), 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 within the 24-month time period.
Our initial shareholders
entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account
with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing
of our initial public offering. However, if our initial shareholders or management team acquire public shares in or after our initial
public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if
we fail to complete our initial business combination within the allotted 24-month time period.
Our sponsor, executive
officers and directors 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 to modify the substance or timing of our obligation to provide for the redemption
of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete
our initial business combination within 24 months from the closing of our initial public offering, unless we provide our public
shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes paid or payable),
divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause
our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules).
If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy
the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such
time.
We expect that all
costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from
amounts held outside the trust account plus up to $100,000 of funds from the trust account
available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such
purpose. We will depend on sufficient interest being earned on the proceeds held in the trust account to provide us with additional
cash to pay any tax obligations that we may owe.
If we were to expend
all of the net proceeds of our initial public offering, other than the proceeds deposited in the trust account, and without taking
into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution
would be $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which
would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption
amount received by shareholders will not be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you
that we will have funds sufficient to pay or provide for all creditors’ claims.
Although we will seek
to have vendors, service providers, prospective target businesses and other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of
our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that
they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach
of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case
in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any
third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider
whether competitive alternatives are reasonably available to the company, 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.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third
party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other
consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute
a waiver. The underwriters of our initial public offering will not execute an agreement with us waiving such claims to the monies
held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in
the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against
the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor 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 our initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended
(the “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. None of our officers or directors will indemnify us for claims by third parties including, without limitation,
claims by vendors and prospective target businesses.
In the event that
the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount
per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per 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 its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent
directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we
currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification
obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so
in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share
redemption price will not be less than $10.00 per share.
We
will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring
to have vendors, service providers, prospective target businesses or other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also
not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities,
including liabilities under the Securities Act. In the event that we liquidate and it is subsequently determined that
our funds available for claims and liabilities are insufficient, shareholders who received funds from our trust account could be
liable for claims made by creditors.
If we file a bankruptcy
petition or an involuntary bankruptcy 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, we cannot
assure you we will be able to return $10.00 per share to our public shareholders. Additionally, if we file a bankruptcy petition
or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could
be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent
conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore,
our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith,
and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account
prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.
Our public shareholders
will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we
do not complete our initial business combination within 24 months from the closing of our initial public offering, (ii) in
connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance
or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing
of our initial public offering or (iii) if they redeem their respective shares for cash upon the completion of the initial business
combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In
the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection
with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata
share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of
our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and
articles of association, may be amended with a shareholder vote.
Competition
In identifying, evaluating
and selecting a target business for our initial business combination, we may encounter intense competition from other entities
having a business objective similar to ours, including other 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 greater financial, technical, human and other resources than us. Our ability to acquire larger target
businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing
the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise
their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants,
and the future dilution they potentially represent, or the possible need for us to conduct a shareholder vote to approve the transaction,
may not be viewed favorably by certain target businesses. Any of these factors may place us at a competitive disadvantage in successfully
negotiating an initial business combination.
Facilities
We currently maintain
our executive offices at 200 Park Avenue, 58th Floor, New York, New York 10166. The cost for our use of this space
is included in the $10,000 per month fee we pay to an affiliate of our sponsor for office space, administrative and support services.
We consider our current office space adequate for our current operations.
Employees
We currently have
three executive officers: Roger K. Deromedi, Jason K. Giordano and Chinh E. Chu. 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.
Periodic Reporting and Financial Information
Our units, Class A
ordinary shares and warrants are registered under the Exchange Act and we have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual
reports contain financial statements audited and reported on by our independent registered public accountants.
We will provide shareholders
with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials,
as applicable, sent to shareholders. These financial statements may be required to be prepared in accordance with, or reconciled
to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance
with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may
acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance
with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that
any particular target business identified by us as a potential business combination candidate will have financial statements prepared
in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial
statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not
be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we
do not believe that this limitation will be material.
We are required to
evaluate our internal control procedures as required by the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. Only in the
event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company,
will we be required to comply with the independent registered public accounting firm attestation requirements 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 controls of any such entity to achieve compliance with the Sarbanes-Oxley Act
may increase the time and costs necessary to complete any such acquisition.
We previously filed
a registration statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange
Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention
of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation
of our initial business combination.
We are a Cayman Islands
exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as
such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we applied for and received,
a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law
(2020 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted
in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations
and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty
or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the
withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or
a payment of principal or interest or other sums due under a debenture or other obligation of us.
We are an “emerging
growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified
by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there
may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107
of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words,
an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We will remain an
emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth
anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least
$1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A
ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on
which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Additionally, we are
a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage
of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary
shares held by non-affiliates 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 30.
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 Annual Report, before making a decision to invest in our securities. If any of the following events occur, our business,
financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities
could decline, and you could lose all or part of your investment.
Risks Relating to Our Business
We have no operating history and
no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We were formed on
April 30, 2018 as a Cayman Islands exempted company and have no operating results, and all of our activities to date have
been related to our formation, our initial public offering, and our search for a business combination target. 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 arrangements or understandings with any prospective target business concerning a business combination
and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will
never generate any operating revenues.
Past performance of our founders
Roger K. Deromedi, Jason K. Giordano and Chinh E. Chu and the other members of our management team, 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, and we may be unable to provide positive returns to shareholders.
Information regarding
our founders and the other members of our management team, 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
of our founders and the other members of our management team and the businesses with which they have been associated, including
related to acquisitions and shareholder returns, 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 founders
or the other members of our management team, including investments and transactions in which they have participated and businesses
with which they have been associated (such as Pinnacle Foods, AVINTIV, The Dun & Bradstreet Corporation and FGL Holdings),
as indicative of the future performance of an investment in us, including whether we can provide an attractive return to our shareholders,
or as indicative of every prior investment by each of our founders and the other members of our management team. 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.
Our shareholders may not be afforded
an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination
even though a majority of our shareholders do not support such a combination.
We may choose not
to hold a shareholder vote before we complete our initial business combination if the business combination would not require shareholder
approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target business
where the consideration we were paying in the transaction was all cash, we would not be required to seek shareholder approval to
complete such a transaction. Except for as required by applicable law or stock exchange requirement, the decision as to whether
we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a
tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the
transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may
complete our initial business combination even if holders of a majority of our ordinary shares do not approve of the business combination
we complete. Please see the section entitled “Item 1. Business — Shareholders May Not Have the Ability
to Approve Our Initial Business Combination” for additional information.
Your only opportunity to affect the
investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares
from us for cash.
At the time of your
investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of 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 affect the 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.
If we seek shareholder approval of
our initial business combination, our initial shareholders and management team agreed to vote in favor of such initial business
combination, regardless of how our public shareholders vote.
Our initial shareholders
own, on an as-converted basis, 21.25% of our outstanding ordinary shares. 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 provide that, if we seek shareholder approval of an initial business combination, such initial business
combination will be approved if we receive the affirmative vote of a majority of the shares voted at such meeting, including the
founder shares. As a result, in addition to our initial shareholders’ founder shares, we would need 16,062,501, or 36.51%,
of the 44,000,000 public shares 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). 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 the requisite shareholder approval for such initial business combination.
If the sale of some or all of the
forward purchase securities fails to close, we may lack sufficient funds to consummate our initial business combination.
We entered into forward
purchase agreements with our sponsor and our independent directors which provide for the purchase of an aggregate of 3,500,000
Class A ordinary shares, plus an aggregate of 1,166,666 redeemable warrants to purchase one Class A ordinary share at
$11.50 per share, for an aggregate purchase price of $35,000,000, or $10.00 per Class A ordinary share, in a private
placement to close concurrently with the closing of our initial business combination. These purchases will be made regardless of
whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities will be issued
only in connection with the closing of the initial business combination. The proceeds from the sale of forward purchase securities
may be used to fund part of the consideration to the sellers in our initial business combination, expenses in connection with our
initial business combination or for working capital in the post-transaction company. However, if the sale of the forward purchase
securities does not close by reason of the failure by some or all of our sponsor or independent directors to fund the purchase
price for their forward purchase securities, for example, we may lack sufficient funds to consummate our initial business combination.
Additionally, our sponsor’s and independent directors’ obligations to purchase the forward purchase securities are
subject to termination prior to the closing of the sale of the forward purchase securities by mutual written consent of the company
and each of the sponsor or independent director, or, automatically if our initial business combination is not consummated within
24 months from the closing of our initial public offering or such later date as may be approved by our shareholders. Our sponsor’s
and independent directors’ obligations to purchase their forward purchase securities are subject to fulfillment of customary
closing conditions, including that our initial business combination must be consummated substantially concurrently with, and immediately
following, the purchase of forward purchase securities and that the company must have delivered a certificate evidencing the company’s
good standing as a Cayman Islands exempted limited company, as of a date within ten business days of the closing of the sale of
forward purchase securities. In the event of any such failure to fund, any obligation is so terminated or any such condition is
not satisfied and not waived, we may not be able to obtain additional funds to account for such shortfall on terms favorable to
us or at all. Any such shortfall would also reduce the amount of funds that we have available for working capital of the post-business
combination company. While our sponsor and independent directors represented to us that they have sufficient funds to satisfy their
obligations under the respective forward purchase agreements, we have not obligated them to reserve funds for such obligations.
The ability of our public shareholders
to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which
may make it difficult for us to enter into a business combination with a target.
We may seek to enter
into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a
minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be
able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore,
in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so
that we are not subject to the SEC’s “penny stock” rules). Consequently, if accepting all properly submitted
redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy
a closing condition as described above, we would not proceed with such redemption and the related business combination and may
instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant
to enter into a business combination transaction with us.
The ability of our public shareholders
to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business
combination or optimize our capital structure.
At the time we enter
into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights,
and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If 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. 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 our redemption
until we liquidate or you are able to sell your shares in the open market.
The requirement that we complete
our initial business combination within 24 months after the closing of our initial public offering may give potential target
businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence
on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete
our initial business combination on terms that would produce value for our shareholders.
Any potential target
business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial
business combination within 24 months from the closing of our initial public offering. Consequently, such target business
may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination
with that particular target business, we may be unable to complete our initial business combination with any target business. This
risk will increase as we get closer to the 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.
We may not be able to complete our
initial business combination within 24 months after the closing of our initial public offering, in which case we would cease
all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
We may not be able
to find a suitable target business and complete our initial business combination within 24 months after the closing of our
initial public offering. Our ability to complete our initial business combination may be negatively impacted by general market
conditions, volatility in the capital and debt markets and the other risks described herein. 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 five business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of
interest to pay dissolution expenses and net of taxes paid or payable), 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, 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.
If we seek shareholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination
pursuant to the tender offer rules, our sponsor, initial shareholders, directors, executive officers, advisors or their affiliates
may purchase 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. However, other than as expressly
stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any
terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public
warrants in such transactions.
In the event that
our sponsor, initial shareholders, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated
transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would
be required to revoke their prior elections to redeem their shares. The purpose of any such 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 warrantholders 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. See “Item 1. Business — Permitted purchases
of our securities” for a description of how our sponsor, initial shareholders, directors, executive officers, advisors or
any of their affiliates will select which shareholders to purchase securities from in any private transaction.
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 maintain or obtain the quotation, listing or trading
of our securities on a national securities exchange.
If a shareholder fails to receive
notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the
procedures for tendering its shares, such shares may not be redeemed.
We will comply with
the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination.
Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as
applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation
or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business
combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares.
In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.
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
are entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business
combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem,
subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder
vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation
to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our
public shares if we do not complete our initial business combination within 24 months from the closing of our initial public
offering and (iii) the redemption of our public shares if we are unable to complete an initial business combination within 24 months
from the closing of our initial public offering, 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.
The NYSE may delist our securities
from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us
to additional trading restrictions.
Our units, Class A
ordinary shares and warrants are listed on the NYSE. Although we expect to meet the minimum initial listing standards set forth
in the NYSE listing standards, we cannot assure you that our securities will continue to be listed on the NYSE in the future or
prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business
combination, we must maintain certain financial, share price and, subject to change as a result of recent rule changes proposed
by the NYSE, distribution levels. Generally, we must maintain a minimum market capitalization (generally $50,000,000) and a minimum
number of holders of our securities (currently 300 public holders).
Additionally, our units
will not be traded after completion of our initial business combination, and, in connection with our initial business combination,
we will be required to demonstrate compliance with NYSE initial listing requirements, which are more rigorous than NYSE continued
listing requirements, in order to continue to maintain the listing of our securities on NYSE.
For instance, our
share price would generally be required to be at least $4.00 per share and our market capitalization would generally be required
to be at least $150,000,000. We cannot assure you that we will be able to meet those initial listing requirements at that time.
If the NYSE 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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limited amount of news and analyst coverage; and
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a
decreased ability to issue additional securities or obtain additional financing in the future.
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The National Securities
Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain
securities, which are referred to as “covered securities.” Because our units, Class A ordinary shares and warrants
are listed on the NYSE, 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 the NYSE, our securities would not qualify as
covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.
You will not be entitled to protections
normally afforded to investors of many other blank check companies.
Since the net proceeds
of our initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business
combination with a target business that has not been selected, we may be deemed to be a “blank check” company under
the United States securities laws. However, because we have net tangible assets in excess of $5,000,000 upon the completion
of our initial public offering and the sale of the private placement warrants and have filed a Current Report on Form 8-K, including
an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in
blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those
rules. Among other things, this means that since our units were immediately tradable, we have a longer period of time to complete
our initial business combination than do companies subject to Rule 419. Moreover, if our initial public offering were
subject to Rule 419, that rule would have prohibited the release of any interest earned on funds held in the trust account
to us unless and until the funds in the trust account were released to us in connection with our completion of an initial
business combination.
If we seek shareholder approval of
our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”
of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all
such shares in excess of 15% of our Class A ordinary shares.
If we seek shareholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination
pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder,
together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more
than an aggregate of 15% of the shares sold in our 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
intense competition from other entities having a business objective similar to ours, including private investors (which may be
individuals or investment partnerships), other special purpose acquisition companies and other entities, domestic and international,
competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have
extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing
services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry
knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.
While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public
offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target
businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others
an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public
shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder
vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business
combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.
If we 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 our initial
public offering not being held in the trust account are insufficient to allow us to operate until October 10, 2020, 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.
As of December 31,
2019, we had approximately $585,000 in cash held outside the trust account to fund our working capital requirements. We believe
that, the funds available to us outside of the trust account will be sufficient to allow us to operate until October 10, 2020;
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 designed to keep target
businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such
target businesses) with respect to a particular proposed business combination, although we do not have any current intention to
do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were
subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds
to continue searching for, or conduct due diligence with respect to, a target business.
If we are required
to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or
may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation
to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account
or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible
into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants
would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect
to seek loans from parties other than our sponsor 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
or file for bankruptcy protection, which 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 surface all material issues
with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence,
or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we
may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges or file
for bankruptcy protection, which could result in our reporting losses. For example, following an investment by one of our founders
in Constellation Healthcare Technologies Inc. (“CHT”), CHT filed for bankruptcy protection. Even if our due diligence
successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent
with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity,
the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition,
charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming
pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any 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 vendors, service
providers, prospective target businesses and other entities with which we do business execute agreements with us (except our independent
registered public accounting firm) 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 the company, 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. The underwriters of our initial public offering will not execute an agreement 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 a letter agreement, our sponsor 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 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 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 our initial public offering against certain liabilities, including liabilities under the 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. 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 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 its obligations
or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether
to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent
directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible
that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do
so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount
of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.
We may not have sufficient funds
to satisfy indemnification claims of our directors and executive officers.
We agreed to indemnify
our officers and directors to the fullest extent permitted by law. However, our officers and directors 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 petition or an involuntary bankruptcy petition is filed against
us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be
viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us
to claims of punitive damages.
If, after we distribute
the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a
bankruptcy court could seek to recover some or all amounts received by our shareholders. 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 petition or an involuntary bankruptcy 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 petition or an involuntary bankruptcy 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.
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,
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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;
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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 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 180 days or less or in money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the
trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds
to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than
on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment
company” within the meaning of the Investment Company Act. An investment in our securities is not intended for persons who
are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding
place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the
redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum
and articles of association to modify the substance or timing of our obligation to provide for the redemption of our public shares
in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within 24 months from the closing of our initial public offering; or (iii) absent an initial business combination
within 24 months from the closing of our initial public offering, our return of the funds held in the trust account to our
public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may
be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance
with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder
our ability to complete a business combination. If we 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.
Changes in laws or regulations, or
a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete
our initial business combination, and results of operations.
We are subject to
laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain
SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming
and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes
could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with
applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our
ability to negotiate and complete our initial business combination, and results of operations.
If we are unable to consummate our
initial business combination within 24 months from the closing of our initial public offering, our public shareholders may
be forced to wait beyond October 10, 2020 before receiving redemption proceeds from our trust account.
If we are unable to
consummate our initial business combination within 24 months from the closing of our initial public offering, the proceeds
then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of
taxes paid or payable), will be used to fund the redemption of our public shares, as further described herein. Any redemption of
public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and
articles of association prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute
such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation
and distribution must comply with the applicable provisions of the Companies Law. In that case, investors may be forced to wait
beyond 24 months from the closing of our initial public offering before the redemption proceeds of our trust account become
available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no
obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business
combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only
upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial
business combination.
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 $18,292.68 and to imprisonment for five years in the Cayman Islands.
We may not hold an annual meeting
of shareholders until after the consummation of our initial business combination. Our public shareholders will not have the right
to elect directors until after the consummation of our initial business combination.
In accordance with
NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first
fiscal year end following our listing on the NYSE. There is no requirement under the Companies Law for us to hold annual or general
meetings to elect directors. Until we hold an annual meeting of shareholders, public shareholders may not be afforded the opportunity
to elect directors and to discuss company affairs with management. Our board of directors is divided into three classes with only
one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual
meeting of shareholders) 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 election of directors until after the consummation of our initial business combination.
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 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 all of 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 last sale 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 may make it more difficult to complete our initial business
combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
Pursuant
to offering registration rights agreement, 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 and holders of warrants that may be issued upon conversion of Working Capital
Loans may demand that we register such warrants or the Class A ordinary shares issuable upon conversion of such warrants.
The registration rights will be exercisable with respect to the founder shares and the private placement warrants and the Class A
ordinary shares issuable upon exercise of such private placement warrants. Pursuant to the forward purchase agreements, we agreed
that we will use our reasonable best efforts (i) to file within 30 days after the closing of the initial business combination
a registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants
(and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter
and (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the
sponsor and all of the independent directors cease to hold the securities covered thereby, and (B) the date all of the securities
covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act. In addition,
the forward purchase agreements provide these holders will have certain “piggy-back” registration rights to include
their securities in other registration statements filed by us. We will bear the cost of registering these securities. The registration
and availability of such a significant number of securities for trading in the public market may have an adverse effect on the
market price of our 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 securities owned by our initial shareholders, holders of our private
placement warrants or their respective permitted transferees are registered.
Because we are neither limited to
evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to
pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s
operations.
We may pursue a business
combination with an operating company in the consumer goods industry or related sectors but may also pursue business combination
opportunities in other sectors, except that we will not, under our amended and restated memorandum and articles of association,
be permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations.
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 securities will ultimately prove to be more favorable to investors than
a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose
to remain shareholders following our initial business combination could suffer a reduction in the value of their securities. Such
shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction
was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able
to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable,
relating to the business combination contained an actionable material misstatement or material omission.
Because we intend to focus our search
for business combination targets in the consumer goods industry and related sectors, we expect our future operations to be subject
to risks associated with that industry or sectors.
We intend to focus
our search for a target business or businesses in the consumer goods industry and related sectors. Because we have not yet announced
an initial business combination, we cannot provide specific risks of any business combination. However, risks inherent in investments
in the consumer goods industry and related sectors may include, but are not limited to, the following:
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Significant competition in the consumer goods industry,
which could cause a loss of market share, lower prices or an increase in advertising and promotional expenditures;
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Ability to predict, identify and interpret changes
in consumer preferences and develop and offer new products rapidly enough to meet those changes;
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Uncertain global economic conditions decreasing demand
for products or causing customers and other business partners to suffer financial hardship;
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Fluctuations in foreign currency exchange rates;
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Failure to optimize the supply chain or disruption
of the supply chain;
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Cost fluctuations, including due to changes in the
prices of commodities and raw materials and the costs of labor, transportation, energy, pension and healthcare;
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Product recalls or product liability claims should
products cause injury, illness or death;
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Significant changes in customer relationships or in
customer demand for products;
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Ability to maintain and expand reputation and brand
image;
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Reliance on third parties, such as suppliers, distributors
and contractors, for certain functions; and
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Ability to obtain, maintain and enforce necessary
intellectual property protections and to avoid infringing upon the intellectual property rights of others.
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We may seek business combination
opportunities in industries outside of the consumer goods industry and related sectors (which may or may not be outside of our
management’s areas of expertise).
Although we intend
to focus on identifying business combination candidates in the consumer goods industry and related sectors, we will consider a
business combination outside of the consumer goods industry and related sectors if a business combination candidate is presented
to us and we determine that such candidate offers an attractive acquisition opportunity for our company or we are unable to identify
a suitable candidate in the consumer goods industry and related sectors after having expended a reasonable amount of time and effort
in an attempt to do so. Although our management will endeavor to evaluate the risks inherent in any particular business combination
candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot
assure you that an investment in our securities will not ultimately prove to be less favorable to investors in our initial
public offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event we
elect to pursue an initial business combination outside of the consumer goods industry and related sectors, our management’s
expertise may not be directly applicable to its evaluation or operation, and the information contained herein regarding the consumer
goods industry and related sectors would not be relevant to an understanding of the initial business combination we elect to consummate.
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 meet some or all of these criteria. 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 legal reasons, it may be more difficult for us to attain shareholder approval
of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable
to complete our initial business combination, 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 accounting or investment banking firm, and consequently, you may have no assurance from an independent
source that the price we are paying for the business is fair to our shareholders from a financial point of view.
Unless we complete
our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent accounting
firm or independent investment banking firm which is a member of FINRA that the price we are paying is fair to our shareholders
from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors,
who will determine fair market value based on standards generally accepted by the financial community. Such standards used will
be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.
We may issue additional Class A
ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion
of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at
a ratio greater than one-to-one concurrently with or immediately following the consummation 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 authorize the issuance of up to 400,000,000 Class A ordinary shares, par value $0.0001
per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, $0.0001 per share.
There are 356,000,000 and 38,125,000 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
and the forward purchase warrants, shares issuable upon conversion of the Class B ordinary shares or 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, or earlier at the option of the holder thereof, as described herein.
There are no preferred shares issued and outstanding.
We may issue a substantial
number of additional Class A ordinary shares or preferred shares to complete our initial business combination or under an
employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares to
redeem the warrants or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one concurrently with
or immediately following the consummation of our initial business combination as a result of the anti-dilution provisions as set
forth herein. However, our amended and restated memorandum and articles of association provide, among other things, that prior
to 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 as a class with our public shares (a) on any initial business combination or (b) to
approve an amendment to our amended and restated memorandum and articles of association to extend the time we have to consummate
a business combination beyond 24 months from the closing of our initial public offering. 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 preferred shares:
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may
significantly dilute the equity interest of our investors;
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may
subordinate the rights of holders of Class A ordinary shares if preferred 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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Unlike some other similarly structured
special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we issue
shares to consummate an initial business combination.
The founder shares
will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our
initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis. However, if additional Class
A ordinary shares or any other 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 upon conversion of Working Capital Loans, provided that such conversion of founder shares will never
occur on a less than one-for-one basis. This is different than some other similarly structured special purpose acquisition companies
in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior
to the initial business combination.
Resources could be wasted in researching
acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge
with another business. If we are unable to complete our initial business combination, our public shareholders may 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
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.
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 beneficial owner of our units, Class A ordinary
shares or warrants who or that is (i) an individual who is a citizen or resident of the United States as determined for U.S. federal
income tax purposes, (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized
in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate whose income is subject
to U.S. federal income tax regardless of its source, or (iv) a trust, if (a) a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more U.S. persons (as defined in the Internal Revenue Code)
have authority to control all substantial decisions of the trust or (b) it has a valid election in effect under Treasury Regulations
to be treated as a U.S. person (a “U.S. Holder”), such U.S. Holder may be subject to certain 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 PFIC status for any taxable year will not be determinable until after the end of such taxable year. If we determine
we are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service
may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified
electing fund” election, 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 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.
After our initial business combination,
it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be
located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal
rights.
It is possible that
after our initial business combination, a majority of our directors and officers will reside outside of the United States and all
of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for
investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers
or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers
under United States laws.
We are dependent upon our executive
officers and directors and their loss could adversely affect our ability to operate.
Our operations are
dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that
our success depends on the continued service of our officers and directors, at least until we have completed our initial business
combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs
and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying
potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man
insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our
directors or executive officers could have a detrimental effect on us.
Our ability to successfully effect
our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel,
some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations
and profitability of our post-combination business.
Our ability to successfully
effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the
target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business
in senior management, director or advisory positions following our initial business combination, it is likely that some or all
of the management of the target business will remain in place. While we scrutinize closely any individuals we engage after our
initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals
may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time
and resources helping them become familiar with such requirements.
Our key personnel may negotiate employment
or consulting agreements with a target business in connection with a particular business combination, 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.
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 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.
Following the completion
of our initial public offering and 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, subject to their fiduciary
duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide 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 it is an opportunity that we are able to complete on a reasonable
basis.
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 investments may present additional conflicts of interest in pursuing an initial business combination. However, we
do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.
Our executive officers, directors,
security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted
a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect
pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party
or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor,
our directors or executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such
persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities
may have a conflict between their interests and ours.
The personal and financial
interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and
completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting
a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a
particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be
a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against
such individuals for infringing on our shareholders’ rights. 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. 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 investments may present additional conflicts of interest in pursuing an initial
business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete
our initial business combination. 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. Despite our agreement to obtain an opinion from an independent investment banking firm which is a
member of FINRA or an independent accounting firm regarding the fairness to our company from a financial point of view of a business
combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or
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.
Since our sponsor, executive officers
and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect
to public shares they may have acquired or may acquire during or after our initial public offering), a conflict of interest may
arise in determining whether a particular business combination target is appropriate for our initial business combination.
As of December 31,
2019, our sponsor owned an aggregate of 11,680,000 Class B ordinary shares and our independent directors owned an aggregate of
195,000 Class B ordinary shares. The founder shares will be worthless if we do not complete an initial business combination. In
addition, our sponsor owns an aggregate of 7,200,000 private placement warrants, each exercisable to purchase one Class A
ordinary share at $11.50 per share. If we do not complete our initial business combination within 24 months from the closing
of our initial public offering, the private placement warrants will expire worthless. The personal and financial interests of our
executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing
an initial business combination and influencing the operation of the business following the initial business combination. This
risk may become more acute as the 24-month anniversary of the closing of our initial public offering nears, which is the deadline
for our completion of an initial business combination.
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 to issue any notes or other debt securities, or to otherwise incur outstanding
debt, we may choose to incur substantial debt to complete our initial business combination. We and our officers 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
or prevailing interest rates; and
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limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution
of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
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We may only be able to complete one
business combination with the proceeds of our initial public offering 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.
As of December 31,
2019, we had $451,020,841 in the trust account, as well as $35 million from the future sale of the forward purchase securities
that we may use to complete our initial business combination and fund transaction-related expenses (including the $15,450,000 in
deferred underwriting commissions and deferred legal fees).
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. By definition,
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.
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 our initial business combination may collectively own a minority economic or
voting interest in the post business combination company, depending on the terms of the business combination and valuations ascribed
to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number
of new Class A ordinary shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire
a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares,
our shareholders immediately prior to such transaction could own less than a majority of our outstanding Class A ordinary
shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting
in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this
may make it more likely that our management will not be able to maintain control of the target business.
We do not have a specified maximum
redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination
with which a substantial majority of our shareholders do not agree.
Our amended and restated
memorandum and articles of association do not provide a specified maximum redemption threshold, except that in no event will we
redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not
subject to the SEC’s “penny stock” rules). As a result, we may be able to complete our initial business combination
even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares
or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, 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
an initial business combination that some of 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 at least a special
resolution of our shareholders as a matter of Cayman Islands law, meaning 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, and amending our warrant agreement in a manner that
would adversely impact the registered holders of public warrants 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 require us to provide our public shareholders with the opportunity to redeem
their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association to modify
the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business
combination or to redeem 100% of our public shares if we do not complete an initial business combination within 24 months
of the closing of our initial public offering. To the extent any of such amendments would be deemed to fundamentally change the
nature of any of the securities offered in our initial public offering, we would register, or seek an exemption from registration
for, the affected securities. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles
of association or governing instruments or extend the time to consummate an initial business combination in order to effectuate
our initial business combination.
Our independent registered public
accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue
as a “going concern.”
As
of December 31, 2019, we had approximately $585,000 in cash and working capital of approximately $119,000. Further, we have
incurred and expect to continue to incur significant costs in our operations and pursuit of a business combination. Management’s plans to address this need for capital are discussed in the section of this Annual Report titled
“Management's Discussion and Analysis of Financial Condition and Results of Operations.” We cannot assure you
that our plans to raise capital or to consummate an initial business combination will be successful. We also cannot assure
you that our financing needs will be satisfied by Working Capital Loans from our sponsor or an affiliate of our sponsor, or
certain of our officers and directors. These factors, among others, raise substantial doubt about our ability to continue as
a going concern. The financial statements contained elsewhere in this Annual Report do not include any adjustments that might
result from our inability to continue as a going concern.
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 our 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, meaning holders of not less than two-thirds of our ordinary shares who
attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release
of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. Our initial shareholders,
who collectively beneficially own 21.25% of our ordinary shares upon the closing of our initial public offering, will participate
in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion
to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and
articles of association which govern our pre-business combination behavior more easily than some other 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, executive
officers and directors agreed, pursuant to agreements with us, that they will not propose any amendment to our amended and restated
memorandum and articles of association to modify the substance or timing of our obligation to provide for the redemption of our
public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our
initial business combination within 24 months from the closing of our initial public offering, 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 (net of taxes paid
or payable), 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, executive 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. 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.
Although we believe
that the net proceeds of our initial public offering and the sale of the private placement warrants and forward purchase securities
will be sufficient to allow us to complete our initial business combination, we cannot ascertain the capital requirements for any
particular transaction because we have not yet negotiated the acquisition of any prospective target business. If the net proceeds
of our initial public offering and the sale of the private placement warrants and forward purchase securities prove to be insufficient,
either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target
business, the obligation to repurchase for cash a significant number of shares from shareholders who elect redemption in connection
with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial
business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot
assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves
to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction
or abandon that particular business combination and seek an alternative target business candidate. If we are unable to complete
our initial business combination, our public shareholders may 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 21.25% 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 units or 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. 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. In addition, only holders of Class B ordinary
shares will have the right to elect directors in any election held prior to or in connection with the completion of our initial
business combination, meaning that holders of Class A ordinary shares will not have the right to elect any directors until after
the completion of our initial business combination. Accordingly, our initial shareholders will continue to exert substantial control
at least until the completion of our initial business combination.
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 were
issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and
us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any
ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding
public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly,
we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding
public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at
least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other
things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the
number of Class A ordinary shares purchasable upon exercise of a warrant.
We may redeem your unexpired warrants
prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability
to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01
per warrant, provided that the last sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted
for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day
period ending on the third trading day prior to proper notice of such redemption provided that on the date we give notice of redemption.
We will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary
shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares
is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless
exercise is exempt from registration under the Securities Act. 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. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise
price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market
price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding
warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private
placement warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.
In addition, we may
redeem your warrants after they become exercisable for a number of Class A ordinary shares determined based on the redemption date
and the fair market value of our Class A ordinary shares. Any such redemption may have similar consequences to a cash redemption
described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which
case you would lose any potential embedded value from a subsequent increase in the value of the Class A ordinary shares had your
warrants remained outstanding.
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 14,666,666 of our Class A ordinary shares as part of the units offered in our initial public
offering and, simultaneously with the closing of our initial public offering, we issued in a private placement an aggregate of
7,200,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share. We will
also issue 1,166,666 forward purchase warrants pursuant to the forward purchase agreements. In addition, any Working Capital
Loans made to us by our sponsor or an affiliate of our sponsor, or certain of our officers
and directors may be converted 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 half
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.
A market for our securities may not
develop, which would adversely affect the liquidity and price of our securities.
The price of our securities
may vary significantly due to one or more potential business combinations and general market or economic conditions. Furthermore,
an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell
your securities unless a market can be established and sustained.
Because we must furnish our shareholders
with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination
with some prospective target businesses.
The federal proxy
rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests
include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial
statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules.
These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally
accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International
Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to
be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial
statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide
such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business
combination within the prescribed time frame.
We are an emerging growth company
within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available
to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare
our performance with other public companies.
We are an “emerging
growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of
any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information
they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us
to lose that status earlier, including if the market value of our 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 accountant standards used.
Compliance obligations under the
Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management
resources, and increase the time and costs of completing an acquisition.
Section 404 of
the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls. Only in the event we are deemed
to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we be required
to comply with the independent registered public accounting firm attestation requirement on our internal control over financial
reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly
burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business
combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.
The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the
time and costs necessary to complete any such acquisition.
Because we are incorporated under
the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights
through the U.S. Federal courts may be limited.
We are an exempted
company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of
process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts
against our directors or officers.
Our corporate affairs
are governed by our amended and restated memorandum and articles of association, the Companies Law (as the same may be supplemented
or amended from time to time) and the common law of the Cayman Islands. We are also subject to the federal securities laws of the
United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary
responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman
Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands
as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in
the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law
are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular,
the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware,
may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not
have standing to initiate a shareholders derivative action in a Federal court of the United States.
We have been advised
by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against
us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the
United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated
upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities
imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman
Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money
judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a
competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided
certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive
and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment
in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of
which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well
be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are
being brought elsewhere.
As a result of all
of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management,
members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.
We are a “smaller reporting
company” and we cannot be certain whether the reduced reporting requirements applicable to smaller reporting companies will
make our common stock less attractive to investors.
We are a “smaller reporting company”
and, as such, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies
that are not smaller reporting companies, including reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements. We cannot predict if investors will find our common stock less attractive because we may rely on
these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market
for our common stock and our stock price may suffer or be more volatile.
Provisions in our amended and restated
memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to
pay in the future for our Class A ordinary shares and could entrench management.
Our amended and restated
memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders
may consider to be in their best interests. These provisions include a staggered board of directors, advance notice procedures,
inability of shareholders to call a meeting of shareholders, removal of directors only for cause and only by the board of directors
and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make more
difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing
market prices for our securities.
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.
Risks Associated with Acquiring and
Operating a Business in Foreign Countries
If we effect our initial business
combination with a company located outside of the United States, we could 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.
If our management following our initial
business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar
with such laws, which could lead to various regulatory issues.
Following our initial
business combination, our management may resign from their positions as officers or directors of the company and the management
of the target business at the time of the business combination will remain in place. Management of the target business may not
be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have
to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various
regulatory issues which may adversely affect our operations.
After our initial business combination,
substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our
operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the
economic, political and legal policies, developments and conditions in the country in which we operate.
The economic, political
and social conditions, as well as government policies, of the country in which our operations are located could affect our business.
Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained
in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there
may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially
and adversely affect our ability to find an attractive target business with which to consummate our initial business combination
and if we effect our initial business combination, the ability of that target business to become profitable.
Exchange rate fluctuations and currency
policies may cause a target business’ ability to succeed in the international markets to be diminished.
In the event we acquire
a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net
assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the
currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions.
Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business
or, following consummation of our initial business combination, our financial condition and results of operations. Additionally,
if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of
a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.
We may reincorporate in another jurisdiction
in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material
agreements and we may not be able to enforce our legal rights.
In connection with
our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction.
If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system
of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as
in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant
loss of business, business opportunities or capital.