Overview
Ribbit LEAP, Ltd., which stands for Ribbit
Capital Long-Term Equity Acquisition Pool is a blank check company formed in July 2020 as a Cayman Islands exempted company for
the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses or entities, which we refer to throughout this Annual Report on Form 10-K as our initial
business combination. To date, our efforts have been limited to our organizational activities and activities related to the Initial
Public Offering and the identification and evaluation of prospective acquisition targets for our initial business combination.
We have generated no operating revenues to date and we do not expect to generate operating revenues until we consummate our initial
business combination.
On September 15, 2020, we consummated our
Initial Public Offering of 40,250,000 units, which included the full exercise of the underwriters’ option to purchase an
additional 5,250,000 units to cover over-allotments, with each unit consisting of one Class A ordinary share, $0.0001 par value
per share, and one-fifth of one redeemable warrant, each whole public warrant entitling the holder thereof to purchase one Class
A ordinary share at an exercise price of $11.50 per share, subject to adjustment. The units were sold at a price of $10.00 per
unit, generating gross proceeds to us of $402,500,000.
Simultaneous with the Initial Public Offering
and the issuance and sale of the units, we consummated the private placement of 1,005,000 Class A ordinary shares at a price of
$10.00 per share, generating total proceeds of approximately $10.1 million. The private placement shares are identical to the Class
A ordinary shares in the Initial Public Offering, except that if held by the sponsor or its permitted transferees, they are subject
to a letter agreement in which they agree to certain restrictions on the transfer of the private placement shares until the earlier
of (1) one year after the completion of the initial business combination and (2) the date following the initial business combination
on which the company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results
in the public shareholders having the right to exchange their ordinary shares.
Upon the consummation of the Initial
Public Offering and the private placement, a total of $402.5 million was deposited in a U.S.-based trust account at J.P. Morgan
Chase Bank, N.A., maintained by Continental Stock Transfer and Trust Company, acting as trustee. Transaction costs of the Initial
Public Offering and the private placement amounted to approximately $22.9 consisting of approximately $0.8 million in offering
expenses, $8.1 million in underwriting fees and approximately $14.1 million of deferred underwriting fees. Funds held in the trust
account have been invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or
less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the
“Investment Company Act”), which invest only in direct U.S. government obligations. Except with respect to interest
earned on the funds in the trust account that may be released to us to pay income taxes, if any, the proceeds from the Initial
Public Offering and the sale of the private placement shares held in the trust account will not be released from the trust account
(1) to us until the completion of its initial business combination or (2) to our public shareholders, until the earliest of: (a)
the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders
properly elect to redeem, subject to certain limitations, (b) the redemption of any public shares properly tendered in connection
with a (i) shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or
timing of its obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection
with its initial business combination within 24 months from the closing of the Initial Public Offering, or 27 months from the Initial
Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business
combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating
to shareholders’ rights of holders of our Class A ordinary shares or pre-initial business combination activity and (c) the
redemption of all of our public shares if we have not completed our initial business combination within 24 months from the closing
of the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement
in principle or definitive agreement for an initial business combination within 24 months from the Initial Public Offering, subject
to applicable law.
Simultaneously with the Initial Public Offering,
LEAP Ribbit Opportunity VI, LLC, an affiliate of our sponsor, entered into a forward purchase agreement with us that will provide
for the purchase by the affiliate of our sponsor of an aggregate of 10,000,000 Class A ordinary shares and 2,000,000 redeemable
warrants, for an aggregate purchase price of $100,000,000, or $10.00 per one Class A ordinary share and one-fifth of one redeemable
warrant, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations
under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders.
The Class A ordinary shares and redeemable warrants issuable pursuant to the forward purchase agreement will be identical to the
Class A ordinary shares and redeemable warrants included in the units in the Initial Public Offering, respectively, except that
the affiliate of our sponsor will have certain registration rights, as described herein.
While we may pursue a business combination
target in any business, industry, sector or geographical location, we are focusing our search for an initial business combination
in the intersection of financial services and technology globally. We may pursue a transaction in which our shareholders immediately
prior to the completion of our initial business combination would collectively own a minority interest in the post-business combination
company.
Our Sponsor and Guiding Principles
Our sponsor is an affiliate of Ribbit Capital,
a family of investment funds based in Palo Alto, California, focused on the intersection of financial services and technology.
Ribbit Capital was founded in 2012 by Meyer “Micky” Malka, an entrepreneur and investor with over 25 years of experience
building and investing in technology and financial services businesses throughout the world. Ribbit Capital manages more than $2.6
billion of committed capital on behalf of its investors, many of which have been with Ribbit Capital since inception. The mission
of Ribbit Capital is to change the world of finance by providing capital and guidance to visionary financial services entrepreneurs.
To that end, Ribbit Capital has built a portfolio of over 75 private and public company investments across six continents and a
multitude of sectors within financial services, including payments, personal finance, investments and wealth, lending, insurance,
crypto assets, financial infrastructure, financial software, and home finance. Ribbit Capital’s investments include such
leaders in these sectors as Affirm, Inc., Brex Inc., Coalition, Inc., Coinbase, Inc., Credit-Karma, Inc. CRB Group, Inc. (which
does business as Cross River Bank), Dhani Services Limited (formerly Indiabulls Ventures Limited) (NSE: DHANI), Figure Technologies,
Inc., MercadoLibre, Inc. (NASDAQ:MELI), Next Insurance, Inc., Nu Holdings Ltd. (which does business as Nubank), Revolut Ltd.,
Robinhood Markets, Inc., Root, Inc., Sea Limited (NYSE:SE), Viva Republica Inc. (which does business as Toss), Upgrade, Inc., and
Zillow Group, Inc. (NASDAQ:ZG).
Ribbit Capital strives to be more than a
source of financial capital to entrepreneurs. Prior to Ribbit Capital, Mr. Malka was a founder to multiple companies across banking,
brokerage, and payments and led them to successful exits. Since founding Ribbit Capital, he and his team have built a robust family
of investment funds which has provided the opportunity to invest and partner with several of the top financial technology companies
of the past decade. This background allows Ribbit Capital to approach entrepreneurs as collaborators, offering data, perspectives,
and lessons learned in innovative financial businesses across geographies and over time. By applying this partnership orientation
and operator mentality, Ribbit Capital is able to create meaningful, lasting relationships with entrepreneurs. Ribbit Capital
has demonstrated a strong track record as an investment manager for its nine flagship closed-end private funds and its several
special purpose vehicles. The compound annual rate of return of its aggregate portfolio—as measured by the ratio of the
fair market value of Ribbit Capital’s portfolio and distributions to the aggregate paid in capital of all of the funds it
manages—has materially exceeded the upper quartile of its benchmark, the U.S. Venture Capital Index per Cambridge Associates,
from the day Ribbit Capital started through December 31, 2020. Ribbit Capital’s
performance is consistent across its fund vintages, with each of its flagship funds over two years old delivering a compound annual
rate of return to investors of more than 30% before fees and expenses.
The following principles underpin the culture
and organization of Ribbit Capital, and serve as the foundation for Ribbit LEAP:
We are mission-oriented. We believe that
technology has the potential to make finance more transparent and accessible across the world. Driven by this belief, we are focused
on helping to build the financial services brands of tomorrow. Consistency allows us to develop informed, data-rich perspectives
on industry trends and business models. Our depth in the space leads to stronger relationships with entrepreneurs and investors
and to wider visibility into investment opportunities, as evidenced by the more than 5,000 companies that we monitor worldwide
across financial technology.
We are patient. We believe that enduring
financial services companies cannot be built overnight. We underwrite each investment with a decade-plus investment horizon and
aspire to invest in assets that we would be willing to hold indefinitely. When working with companies, our focus is on compounding
sources of value rather than short-term earnings performance. This mentality aligns with the technology- and customer-centric mentality
of the entrepreneurs and management teams with whom we partner and allows us to invest in opportunities that grow exponentially
rather than linearly.
We align ourselves with our partners.
We believe that we succeed when our partners succeed. We aim to act as principals, not agents. We make large financial commitments
to the funds we manage; as a result, our team members are among Ribbit Capital’s largest individual limited partners. Similarly,
we look to work with management teams with significant ownership in their own companies. We use the products and services offered
by our portfolio and invest in people and brands we are proud to recommend to close friends. In our business, and in financial
services more broadly, we believe getting the incentives right is half of the battle.
We chart our own course. We believe in
making principles-based decisions. Historically, this has served us well and contributed to many of the key choices underlying
our track record. In structuring Ribbit LEAP, we sought to employ the same independent thinking, designing a structure that we
feel provides value both to shareholders and to partners in an initial business combination. We expect that our long-term approach,
encapsulated in Ribbit Capital’s track record as well as Ribbit LEAP’s structure, will afford us a substantial competitive
advantage relative to other blank check companies.
We believe Ribbit LEAP is a natural extension
of Ribbit Capital’s mission to invest in visionary financial services entrepreneurs across stages—from initial idea
and early stage venture to growth capital and the public markets. Ribbit LEAP intends to partner only with world-class entrepreneurs,
providing them with a significant amount of flexible capital and guiding them in their transition from the private to the public
markets. Ribbit LEAP is designed to deliver a differentiated combination of private market-style partnership and public market
capital.
Market Opportunity and the State of Financial Technology
Ribbit Capital was founded on the thesis that, in the decades
to come, trillions of dollars of market value will shift from the financial services incumbents to their technology-led challengers.
Underpinning this thesis is our view that incumbent financial services brands have not kept pace with new technologies and evolving
customer expectations. Financial crises across different geographies over the past 12 years created opportunities for consumers
to reconsider their trust in traditional financial institutions, and the smartphone provided a new platform through which financial
products and services could be delivered directly to willing customers. Since June 2012, we estimate that more than $500 billion
of market capitalization has been captured by financial services challengers that have accessed the public markets. While this
transition is impressive, we believe it is still in its early days, and Ribbit LEAP is well positioned to take advantage of this
trend.
Our conviction in the future growth of financial
technology in the public markets is informed by the following factors.
•
Large and growing addressable market. The financial services sector is one of the largest contributors to GDP worldwide.
The 20 largest financial services companies alone generated $335 billion of net income in 2018. This rapid pace of growth has
been driven by the increasing digitization of financial services, product innovation, and the broadening application of financial
offerings across a range of marketplaces and software companies.
• Business
model dynamics give rise to category winners. Financial services and technology are industries that
disproportionately benefit from highly scaled brands and platforms, particularly due to the importance of trust. Scale also
drives a flywheel effect of increasing efficiency, which allows platforms to pass on savings and deliver differentiated
products and services to their end markets. This has given rise to very large players today: of the 102 companies with a
market capitalization of $100 billion or more globally as of the third quarter of 2020, 23 of them are technology companies
and 20 of them are financial services companies, and together they constitute 56% of the $22 trillion of market value of all
companies worth more than $100 billion. This compares to 34% of the $5 trillion of market value of companies that met that
same criteria in 1999. Furthermore, since 1999, there have been approximately 18 financial services companies that have grown
to a market capitalization of $100 billion or greater and 156 financial services companies that have grown to a market
capitalization of $10 billion or greater across the public and private markets.
•
Accelerating private market activity creates a pipeline for the public markets. Value created in the private market
may be a leading indicator for future investment opportunities in the public markets. Between 2018 and 2019, approximately $75
billion of venture capital was invested into financial technology, or fintech, according to CB Insights. Late-stage fintech fundraising
in particular has accelerated, with over $16 billion of capital invested in 2018 and 2019 alone, according to PitchBook. Of the
580 global “unicorns,” or venture-backed businesses with valuations greater than $1 billion, 90 are in fintech. The
collective valuation of these fintech unicorns is nearly $500 billion. Many of them have decided to stay private for longer than
they otherwise would have given the easy availability of private capital funding. We believe these fintech unicorns—and
many high quality, potential unicorns—could benefit from a public listing as an efficient way to increase liquidity, expand
access to capital, and improve branding and we are positioned to provide these fintech platforms with an attractive alternative
to enter the public markets.
•
Blurring lines between fintech and software. In recent years, there has been an increase in the number of technology
companies developing financial services offerings to complement their existing offerings, expand customer relationships, and bolster
monetization. This convergence of financial services and technology is driving disruption and creating opportunities for challengers
to build brands from more and less obvious quarters. The dynamic is clearly visible across several sectors reflected in Ribbit
Capital’s investments:
E-commerce:
E-commerce marketplaces such as MercadoLibre and Sea Group are now embedding payments and lending on their platforms while developing
mobile wallets for their customers.
Real
estate portals: Property listing websites such as Zillow are now buying and selling homes as a principal on their own marketplaces,
acting as market makers and offering mortgage, insurance, and closing services.
Purchase
finance: Point of sale lenders such as Affirm are disintermediating incumbent payment networks and card providers by connecting
merchants and consumers via attractive financing offers.
Software as a service (“SaaS”): SaaS companies such
as Juniper Square are leveraging the data, transaction, and customer flows that run through their systems to offer embedded payments,
financing, and insurance products to their clients.
Ribbit Capital’s focus on the intersection
of financial services and technology has helped us to understand the size of the addressable market across regions and subsectors
and the potential for outsized outcomes across stages. This perspective, combined with the investments that Ribbit Capital has
made in public companies, has given us confidence in the opportunity for patient and focused public market fintech investors to
earn high multiples on invested capital.
We further believe that some of the
circumstances created by the COVID-19 pandemic presents a new dynamic for investors in fintech generally and for Ribbit LEAP
in particular. First, stay-at-home orders and quarantines have meaningfully accelerated the already strong consumer trend
toward adoption of digital financial products. Second, companies that are positively indexed to digital financial services
have an unprecedented opportunity to take market share through marketing and acquisitions, both of which require large
injections of new capital. Third, we believe that many of the private market investors that have backed fintech businesses
are increasingly focused on liquidity, which could present attractive risk-adjusted returns to investors with more patient
capital. Fourth, we expect that many robust and high-quality businesses have suffered temporary shocks to revenue and cash,
which may cause them to seek a larger capital raise than typical in private rounds, thereby driving them to further explore
the public markets. Notwithstanding the foregoing, see “Item 1A. Risk Factors—Our search for a business
combination, and any partner business with which we ultimately consummate a business combination, may be materially adversely
affected by the COVID-19 pandemic and the status of debt and equity markets” and the other factors described under “Item
1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of
factors that may impact the development of the above-described circumstances.
Our Proposition
We believe that Ribbit
LEAP offers an attractive proposition when compared with other blank check companies and other sources of equity capital. We bring
a singular focus and depth of expertise to financial services and technology. In addition to our expertise, reputation, and network,
which taken together gives us a competitive advantage in sourcing and consummating one or more business combinations, we have
designed Ribbit LEAP’s structure differently from other blank check companies to more closely align it with Ribbit Capital’s
core principles. The key elements of our structure are summarized below and are explained further elsewhere in this Annual Report
on Form 10-K.
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Attribute
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Conventional SPAC
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Ribbit LEAP
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Why
Ribbit LEAP is better
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Founder shares
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· 20% of the ordinary shares issued and outstanding upon the consummation of the offering
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· 10% of the ordinary shares issued and outstanding upon the consummation of our Initial Public Offering excluding private placement shares, Class L ordinary shares which are subject to stock performance vesting conditions
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· Less dilution for partner companies absent outsized post-business combination share performance
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Performance-based founder shares
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· All founder shares vested, no performance-based test
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· Class
L ordinary shares, which when combined with the 10% founder shares, total to 30% of the ordinary shares issued and
outstanding upon the consummation of our Initial Public Offering
· Class
L ordinary shares vest in four equal tranches upon achieving outsized share performance, at $20.00, $30.00, $40.00, and $50.00
per share (but only following the one-year anniversary of our initial business combination)
· Class
L ordinary shares also vest upon the consummation of certain strategic transactions following our initial business combination
dependent on the effective price per Class A ordinary share
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· Downside
and upside are shared with investors because sponsor economics only begin to exceed those of a conventional SPAC with 20% founder
shares when the stock trades above $30 per ordinary share
· High
vesting thresholds create long-term commitment
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Sponsor at-risk investment
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· Purchase of private placement warrants with similar terms to public warrants, in the money with just a 15% increase in stock price
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· No warrants; Class A ordinary shares purchased at $10 per share
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· Simplifies the transaction and pro forma capital structure
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Rights for founder shares
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· 20%
of the vote for the initial business combination
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· 20%
of the vote for the initial business combination
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· Creates
closer alignment with management teams looking for a partner
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· Board
rights determined in the initial business combination negotiation
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· Right
to appoint one-fifth (rounded up to the nearest whole number) of the members of our board of directors following our initial business
combination
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· Aligns
Ribbit LEAP’s governance rights to both performance and “skin in the game”
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Forward purchase agreement
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· If included, often structured as an “up to” commitment
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· $100 million minimum commitment from an affiliate of our sponsor
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· Greater
“skin in the game” than a typical offering
· Supports
confidence in LEAP’s ability to close a transaction
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Term
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· 24 months
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· 24 months with the ability to extend to an additional 3 months
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· Provides greater flexibility to source the most attractive partners
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A key tenet of Ribbit Capital’s
mantra is that it takes money to change money. We believe that our structure reinforces our value proposition by making
Ribbit LEAP a more attractive capital source to companies and a more attractive investment for investors. The combination of our
sponsor and our structure provide the following benefits to our partner companies and investors:
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Longevity.
We view partnership with management teams as a commitment for a decade or more. Because
of this we are focused on long-term value creation, and we seek to partner with investors
with the same orientation. Consistent with this posture, we have structured the sponsor economics
to be meaningfully weighted to share performance over many years. Furthermore, a substantial
majority of the sponsor economics earned will sit within private funds managed by Ribbit
Capital (which have an initial term of ten years), rather than being held directly by our
management team.
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Ecosystem:
Ribbit Capital’s portfolio includes prominent and innovative fintech platforms
and brands globally. Our ideal candidate for a business combination will be able to benefit
from connectivity and partnership with this network, which we believe is a key competitive
advantage for Ribbit LEAP in consummating a business combination and in the future success
of the company.
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Alignment.
An affiliate of our sponsor has committed a minimum of $100 million of capital in
a forward purchase commitment, sitting alongside our investors with “skin in the game.”
Traditionally, sponsors of blank check companies purchase 20% of the issued stock at a nominal
price that is awarded to the sponsor regardless of performance and solely on the ability
to close an initial business combination. We believe this conventional structure creates
a misalignment of interest between the sponsor, investors, and the partner in a business
combination. We have eschewed this construct to instead earn sponsor economics that better
align with price performance. Ribbit Capital will only “break even” with a conventional
20% founder share structure if the stock price trades above $30 per ordinary share, or 200%
above the share price of the initial offering. This meaningful capital commitment and performance-based
structure will incentivize us to partner with one or more companies that offer the highest
quality growth and return potential to investors rather than reward us for merely consummating
a business combination. We believe these features will help us attract patient growth-oriented
investors, which in turn strengthens the value proposition of Ribbit LEAP.
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Perspective.
Ribbit Capital has a strong track record as a specialist investor and partner at
the intersection of financial services and technology. Our focus on fintech provides us with
insights and a global network of operators, investors, and regulators that can inform strategic
decisions, new product development, and relationship-building with stakeholders. We believe
that our hands-on experience as operators and investors in the industry positions us to better
evaluate partner companies and to help them maximize value following a business combination.
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We believe that Ribbit LEAP offers a structure
that is simple, transparent, and fosters alignment for all parties.
Our Investment Criteria
Our objective is to partner with one or more target
companies that we believe will produce the strongest financial returns for our investors over the next decade or longer. In pursuit
of this objective, we will measure potential partners against the following business criteria:
• World-class management teams. We seek
management teams with whom we would be proud to partner for the next decade or more and who have the vision, energy, and execution
capability to deliver on our high expectations for growth and franchise value. This is the standard against which Ribbit Capital
measures all of the management teams it partners with, whether they are running public or private companies.
• Large addressable markets with attractive
tailwinds for digital innovators. Financial services profits are large enough in the regions where Ribbit Capital invests
to potentially support market capitalizations in the tens or hundreds of billions of dollars for market leaders. Furthermore, across
sectors and regions, we see the opportunity for technology to make financial products and services more affordable and accessible
for customers. We seek businesses that address these markets.
• User adoption
suggesting a generational brand is being built. We believe that every new generation of users presents an opportunity
to create a defining brand that stretches across multiple sectors within financial services. We seek businesses that show enough
traction among their customers where we can see the potential for them to become generational brands.
• Significant
growth opportunities. In addition to strong organic growth potential, we seek businesses that could meaningfully accelerate
growth through new product and technological expertise, business combinations, geographic expansion, and/or a shareholder base
that is aligned to long-term growth. We seek businesses for which our capital can fuel this development and growth.
• Strong
unit economics and profitability visibility. In order to deliver enduring value creation for shareholders, we believe
that a business must be profitable or on a clear and easily understood path towards profitability, which is most clearly demonstrated
by unit economics that are attractive today.
In addition to these business criteria, any potential acquisition
target will be ready or almost ready to operate in the public markets from the perspective of corporate governance, financial reporting,
compliance, and anticipated investor receptivity. We believe that evaluating a full universe of companies is important to fulfilling
our ultimate objective. As such, we will evaluate companies both in the United States and other regions where we have meaningful
relationships, experience, and insight. Furthermore, we will evaluate companies that are new to the Ribbit Capital network, already
within the Ribbit Capital network of more than 5,000 companies, and within Ribbit Capital’s portfolio of more than 75 companies.
Our Initial Business Combination
The New York Stock Exchange (NYSE) rules
and our amended and restated memorandum and articles of association require that our initial business combination must be 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, if permitted, and excluding the amount of any deferred underwriting
discount). We refer to this as the 80% net assets test. If our board of directors is not able to independently determine the fair
market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity,
we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority,
Inc., or FINRA, or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders
may not be provided with a copy of such opinion nor will they be able to rely on such opinion.
While we consider it unlikely that our board
of directors will not be able to make an independent determination of the fair market value of a partner business or businesses,
it may be unable to do so if the board of directors is less familiar or experienced with the partner company’s business,
there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company
is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis
or other specialized skills and the board of directors determines that outside expertise would be helpful or necessary in conducting
such analysis. Since any opinion, if obtained, would merely state that the fair market value of the partner business meets the
80% of net assets test, unless such opinion includes material information regarding the valuation of a partner business or the
consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However,
if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with
a proposed transaction will include such opinion.
We anticipate structuring our initial business
combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100%
of the equity interests or assets of the partner business or businesses. We may, however, structure our initial business combination
such that the post-business combination company owns or acquires less than 100% of such interests or assets of the partner business
in order to meet certain objectives of the partner management team or shareholders or for other reasons, but we will only complete
such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities
of the partner or otherwise acquires a controlling interest in the partner sufficient for it not to be required to register as
an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business
combination company owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the business
combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed
to the partner and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial
number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a partner. In this
case, we would acquire a 100% controlling interest in the partner. However, as a result of the issuance of a substantial number
of new shares, our shareholders immediately prior to the completion of our initial business combination could own less than a majority
of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests
or assets of a partner business or businesses are owned or acquired by the post-business combination company, the portion of such
business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business
combination involves more than one partner business, the 80% of net assets test will be based on the aggregate value of all of
the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a
tender offer or for seeking shareholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement
regarding an initial business combination without the prior consent of our sponsor.
We have entered into a forward purchase agreement
pursuant to which an affiliate of our sponsor has agreed to subscribe for an aggregate of 10,000,000 forward purchase shares and
2,000,000 forward purchase warrants, for an aggregate purchase price of $100,000,000, or $10.00 per forward purchase share and
one-fifth of one forward purchase warrant, in a private placement to close substantially concurrently with the closing of our initial
business combination. The capital from such private placement would be used as part of the consideration to the sellers in our
initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction
company. The forward purchase shares and the forward purchase warrants are identical to the public shares and public warrants,
respectively, except that the holders thereof will have certain registration rights. The forward purchase shares and the forward
purchase warrants are subject to the same transfer restrictions as the founder shares. See “Item 12. Security Ownership of
Certain Beneficial Owners and Management and Related Shareholder Matters—Transfers of Class B Ordinary Shares, Class L Ordinary
Shares, Forward Purchase Securities and Private Placement Shares.”
We are not under any obligation to sell any
such shares. If we sell shares to our sponsor (or any other investor) in connection with our initial business combination, the
equity interest of public investors in the combined company may be diluted and the market prices for our securities may be adversely
affected. In addition, if the per share trading price of our ordinary shares is greater than the price per share paid in the private
placement, the private placement will result in value dilution to you.
Other Considerations
We are not prohibited from pursuing an initial business
combination or subsequent transaction with a company that is affiliated with Ribbit Capital, our sponsor, founders, officers or
directors. In the event we seek to complete our initial business combination with a company that is affiliated with Ribbit Capital,
our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion
from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such
initial business combination or transaction is fair to our company from a financial point of view. We are not required to obtain
such an opinion in any other context.
Affiliates of Ribbit Capital and members
of our board of directors will directly or indirectly own founder shares, private placement shares and/or Class L ordinary shares
following the Initial Public Offering and, accordingly, may have a conflict of interest in determining whether a particular partner
business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and
directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation
of any such officers or directors were to be included by a partner business as a condition to any agreement with respect to our
initial business combination.
Ribbit Capital is continuously made aware
of potential business opportunities, one or more of which we may desire to pursue for a business combination. We will not consider
a business combination with any company that has already been identified to Ribbit Capital as a suitable acquisition candidate
for it, unless Ribbit Capital, in its sole discretion, declines such potential business combination or makes available to our company
a co-investment opportunity in accordance with Ribbit Capital’s applicable existing and future policies and procedures.
Ribbit Capital may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may
be during the period in which we are seeking our initial business combination. These Ribbit Capital investment entities may be
seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition
opportunity.
Ribbit Capital or its affiliates, including
our sponsor, and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or
may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any
such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination.
However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business
combination.
In addition, certain of our founders, officers
and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities,
including without limitation, any future special purpose acquisition companies we expect they may be involved in and investment
funds, accounts, co-investment vehicles and other entities managed by affiliates of Ribbit Capital and certain companies in which
Ribbit Capital or such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business
combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations
(including, without limitation, any future special purpose acquisition companies we expect they may be involved in and any Ribbit
Capital funds or other investment vehicles), then, subject to their fiduciary duties under Cayman Islands law, he or she will need
to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can
pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from
pursuing the same. In addition, investment ideas generated within or presented to Ribbit Capital or our founders may be suitable
for both us and a current or future Ribbit Capital fund, portfolio company or other investment entity and, subject to applicable
fiduciary duties, will first be directed to such fund, portfolio company or other entity before being directed, if at all, to us.
None of Ribbit Capital, our founders or any members of our board of directors who are also employed by Ribbit Capital or its affiliates
have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in
their capacities as officers or executives of Ribbit Capital.
However, we do not expect these duties to
materially affect our ability to complete our initial business combination.
In addition, our founders, officers and directors
are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating
management time among various business activities, including identifying potential business combinations and monitoring the related
due diligence. In particular, in the future we expect certain of our officers and directors may be officers and/or directors of
other future special purpose acquisition companies.
Our Corporate Information
Our executive offices are located at 364
University Avenue, Palo Alto, California 94301. We maintain a corporate website at www.ribbitleap.com. The information contained
on or accessible through our corporate website or any other website that we may maintain is not part of this Annual Report on Form
10-K.
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 Act. As an exempted company, we have received a tax exemption undertaking
from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 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
of 2002, or 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 the 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. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.
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 equal to or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million
during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million
as of the prior June 30.
Financial Position
As of December 31, 2020, we had
approximately $402.6 million held in the trust account, not taking into account $14.1 million of deferred underwriting fees to
be paid. With the funds available, we offer a partner 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 partner 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 intend to effectuate our initial
business combination using the proceeds of the Initial Public Offering, the sale of the private placement shares, our equity, debt
or a combination of these as the consideration. We may seek to complete our initial business combination with a company or business
that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks
inherent in such companies and businesses.
If our initial business combination
is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration
in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance
of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations
of the post-business combination company, the payment of principal or interest due on indebtedness incurred in completing our initial
business combination, to fund the purchase of other companies or for working capital.
We have reviewed, and continue
to review, a number of opportunities to enter into an initial business combination with an operating business, but we are not able
to determine at this time whether we will complete an initial business combination with any of the target businesses that we
have reviewed or with any other target business. We have not selected any business combination partner. Additionally, we have not
engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any
research or take any measures, directly or indirectly, to locate or contact a partner business, other than our officers and directors.
Accordingly, there is no current
basis for investors to evaluate the possible merits or risks of the partner business with which we may ultimately complete our
initial business combination. Although our founding team will assess the risks inherent in a particular partner business with which
we may combine, we cannot assure you that this assessment will result in our identifying all risks that a partner business may
encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce
the chances that those risks will adversely affect a partner business.
We may need to obtain additional
financing to complete our initial business combination, either because the transaction requires more cash than is available from
the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon
completion of the business combination, in which case we may issue additional securities or incur debt in connection with such
business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial
business combination. Other than the forward purchase agreement, 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 Partner Businesses
Our process of identifying acquisition
partners will leverage Ribbit Capital’s and our founding team’s industry experiences, proven deal sourcing capabilities
and broad and deep network of relationships in numerous industries, including executives and management teams, private equity groups
and other institutional investors, large business enterprises, lenders, investment bankers and other investment market participants,
restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with a number of business combination
opportunities. We expect that the collective experience, capability and network of Ribbit Capital and our founders, directors and
officers, combined with their individual and collective reputations in the investment community, will help to create prospective
business combination opportunities.
In addition, we anticipate that partner
business candidates may be brought to our attention from various unaffiliated sources, including investment bankers and private
investment funds. Partner 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 partner businesses in which they think we may be interested
on an unsolicited basis, since many of these sources will have read this Annual Report on Form 10-K and know what types of businesses
we are pursuing. Our officers and directors, as well as their affiliates, may also bring to our attention partner 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 founding team 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 founding team 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 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). None of our sponsor, executive officers or directors,
or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from
a prospective business combination partner in connection with a contemplated acquisition of such partner by us. An agreement to
pay the $10,000 per month for office space, secretarial and administrative support to our sponsor was waived in writing between
us and our sponsor in September 2020, and therefore no administrative fees are being paid to our sponsor. Some of our officers
and directors may enter into employment or consulting agreements with the post-business combination company following our initial
business combination.
We are not prohibited from pursuing
an initial business combination or subsequent transaction with a company that is affiliated with Ribbit Capital or its affiliates,
including our sponsor, or our founders, officers or directors. In the event we seek to complete our initial business combination
with a company that is affiliated with Ribbit Capital or its affiliates, including our sponsor, or our founders, officers or directors,
we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member
of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company
from a financial point of view. We are not required to obtain such an opinion in any other context.
Each of our officers and directors
presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including
any future special purpose acquisition companies we expect they may be involved in and entities that are affiliates of our sponsor,
pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity.
Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity
to which 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 entity, subject to their fiduciary duties under Cayman Islands
law. See “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest.”
Evaluation of a Partner Business and Structuring of
Our Initial Business Combination
In evaluating a prospective partner
business, we will 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 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
partner, we will proceed to structure and negotiate the terms of the business combination transaction.
The time required to identify and
evaluate a partner 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 partner business with which our initial business combination is not ultimately
completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The
company will not pay any consulting fees to members of our founding team, or any of their respective affiliates, for services rendered
to or in connection with our initial business combination. In addition, we have agreed not to enter into a definitive agreement
regarding an initial business combination without the prior consent of our sponsor.
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 Partner’s Management
Team
Although we scrutinize the management
of a prospective partner business when evaluating the desirability of effecting our initial business combination with that business,
our assessment of the partner 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
founding team, if any, in the partner business cannot presently be stated with any certainty. The determination as to whether any
of the members of our founding 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 founding team will have significant experience or knowledge relating to the
operations of the particular partner business.
We cannot assure you that any of our
key personnel will remain in senior management, director 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 partner business. We cannot assure you that
we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge
or experience necessary to enhance the incumbent management.
Shareholders May Not Have the Ability to Approve Our
Initial Business Combination
We may conduct redemptions without a
shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum
and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange rule,
or we may decide to seek shareholder approval for business or other legal reasons.
Under the NYSE rules and our amended
and restated memorandum and articles of association, shareholder approval would be required for our initial business combination
if, for example:
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we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of
the number of ordinary shares then issued and outstanding or (b) have voting power equal to or in excess of 20% of the voting power
then issued and outstanding;
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any of our directors, officers or substantial security holders (as defined by the rules of the NYSE) has a 5% or greater interest,
directly or indirectly, in the partner 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
security holders; and
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the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
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The Companies Act and Cayman Islands
law do not currently require, and we are not aware of any other applicable law that will require, shareholder approval of our initial
business combination. The decision as to whether we will seek shareholder approval of a proposed business combination in those
instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based
on business and legal reasons, which include a variety of factors, including, but not limited to:
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the timing of the transaction, including in the event we determine shareholder approval would require additional time and there
is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction
or result in other additional burdens on the company;
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the expected cost of holding a shareholder vote;
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the risk that the shareholders would fail to approve the proposed business combination;
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other time and budget constraints; and
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additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to
shareholders.
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Permitted Purchases and Other Transactions with Respect
to Our Securities
If we seek shareholder approval of
our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant
to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase shares or warrants
in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including
with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter
into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares
in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans
or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of
the funds in the trust account will be used to purchase shares or warrants in such transactions. If they engage in such transactions,
they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed
to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
In the event that our sponsor, directors,
officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already
elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling
shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial
business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the
tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange
Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers
will comply with such rules.
The purpose of any such transactions
could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder
approval of the business combination, (ii) satisfy a closing condition in an agreement with a partner that requires us to have
a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such
requirement would otherwise not be met or (iii) reduce the number of public warrants outstanding or vote such warrants or any matter
submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities
may result in the completion of our initial business combination that may not otherwise have been possible.
In addition, if such purchases are
made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial
holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of
our securities on a national securities exchange.
Our sponsor, officers, directors and/or
their affiliates may identify the shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately
negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by
shareholders (in the case of Class A ordinary shares) following our mailing of tender offer or proxy materials in connection with
our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into
a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their
election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether
or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares
have not already been voted at the general meeting related to our initial business combination. Our sponsor, executive officers,
directors, advisors or 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 be restricted from purchasing shares if such purchases
do not comply with Regulation M under the Exchange Act and the other federal securities laws.
Our sponsor, officers, directors and/or
their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5
of the Exchange Act. Any such purchases will be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act
to the extent such purchasers are subject to such reporting requirements.
Redemption Rights for Public Shareholders upon Completion
of Our Initial Business Combination
We will provide our public shareholders
with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two
business days prior to the consummation of the initial business combination, including interest earned on the funds held in the
trust account and not previously released to us to pay our income taxes, if any, divided by the number of the 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 rights may include the requirement that a
beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion
of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares,
even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and
our founding team entered into agreements with us, pursuant to which they agreed to waive their redemption rights with respect
to their founder shares, private placement shares and any public shares purchased during or after the Initial Public Offering in
connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our
amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to
provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from
the closing of the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent,
agreement in principle or definitive agreement for an initial business combination within 24 months from the Initial Public Offering,
or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business
combination activity.
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, a greater
net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example,
the proposed business combination may require: (i) cash consideration to be paid to the partner or its owners, (ii) cash to be
transferred to the partner 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. Furthermore, although we will not redeem shares in
an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based
on the percentage of shares sold, as many blank check companies do. 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 may search for an alternate business combination.
Manner of Conducting Redemptions
We will provide our public shareholders
with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination
either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer.
The decision as to whether we will seek shareholder approval of a proposed business combination
or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing
of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law
or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval,
while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and
outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require
shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval
is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules
of the SEC for business or other reasons.
If we hold 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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If we seek shareholder approval of our
initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders
with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval, we
will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands
law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company.
In such case, our sponsor and each member of our founding team have agreed to vote their founder shares and public shares purchased
during or after our Initial Public Offering in favor of our initial business combination. Because the founder shares in the aggregate
are entitled to 20% of the combined voting power together as a single class, excluding the private placement shares, in addition
to our initial shareholders’ founder shares, we would need 14,088,751 or 35%, of the 40,250,000 public shares sold in the
Initial Public Offering to be voted in favor of an initial business combination in order to have our initial business combination
approved (assuming all issued and 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 or vote at all. Our amended and restated memorandum and
articles of association require that at least five days’ notice will be given of any such general meeting.
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
Notwithstanding the foregoing redemption
rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with
our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association
provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder
is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking
redemption rights with respect to will be restricted from seeking redemption rights with respect to more than an aggregate of 15%
of the shares sold in the Initial Public Offering, which we refer to as the “Excess Shares,” without our prior consent,
without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and
subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination
as a means to force us or our founding to purchase their shares at a significant premium to the then-current market price or on
other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in
the Initial Public Offering could threaten to exercise its redemption rights against a business combination if such holder’s
shares are not purchased by us, our sponsor or our founding team at a premium to the then-current market price or on other undesirable
terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in the Initial Public Offering,
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 partner 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
Public shareholders seeking to exercise
their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to
either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender
offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The
Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up
to two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender
offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination
will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself
in order to validly redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer
materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal
to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek
to exercise its redemption rights.
Given the relatively short period in
which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.
There is a nominal cost associated with
the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The
transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether
or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require
holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising
redemption rights regardless of the timing of when such delivery must be effectuated.
The foregoing is different from the
procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations,
many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination,
and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder
was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such
shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then
had an “option window” after the completion of the business combination during which he or she could monitor the price
of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares
in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights,
to which shareholders were aware they needed to commit before the general meeting, would become “option” rights surviving
past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical
or electronic delivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once
the business combination is approved.
Any request to redeem such shares,
once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve
the business combination, unless otherwise agreed to by us.
Furthermore, if a holder of a public
share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable
date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically
or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their
shares will be distributed promptly after the completion of our initial business combination.
If our initial business combination
is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would
not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return
any certificates delivered by public holders who elected to redeem their shares.
If our proposed initial business
combination is not completed, we may continue to try to complete a business combination with a different partner until 24 months
from the closing of our Initial Public Offering, or 27 months from the closing of the Initial Public Offering if we have executed
a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the
closing of the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement
in principle or definitive agreement for an initial business combination within 24 months from the Initial Public Offering.
Redemption of Public Shares and Liquidation If No Initial
Business Combination
Our amended and restated memorandum
and articles of association provides that we have only 24 months from the closing of our Initial Public Offering to consummate
an initial business combination, or 27 months from the closing of the Initial Public Offering if we have executed a letter of intent,
agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the Initial
Public Offering to consummate an initial business combination. If we do not consummate an initial business combination within 24
months from the closing of our Initial Public Offering, or 27 months from the closing of the Initial Public Offering if we have
executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months
from the closing of the Initial Public Offering to consummate an initial business combination, we will: (i) cease all operations
except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less
up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption
will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation
distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our
remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will
be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate
an initial business combination within 24 months from the closing of our Initial Public Offering or 27 months from the closing
of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial
business combination within 24 months from the closing of the Initial Public Offering to consummate an initial business combination.
Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the
consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the
trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands
law.
Our sponsor and each member of our
founding team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions
from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within
24 months from the Initial Public Offering, or 27 months from the closing of the Initial Public Offering if we have executed a
letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the
Initial Public Offering (although they will be entitled to liquidating distributions from the trust account with respect to any
public shares they hold if we fail to complete our initial business combination within 24 months from the Initial Public Offering,
or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement
for an initial business combination within 24 months from the Initial Public Offering).
Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended
and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide
holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the Initial
Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in principle or
definitive agreement for an initial business combination within 24 months from the Initial Public Offering or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders
with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares.
However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so
that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised
with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not
proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the
event of the approval of any such amendment, whether proposed by our sponsor, any executive officer or director, or any other person.
We expect that all costs and expenses
associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining
out of the proceeds 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.
If we were to expend all of the net
proceeds of our Initial Public Offering and the sale of the private placement shares, 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 all
vendors, service providers (excluding our independent registered public accounting firm), prospective partner 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 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 founding team will perform an analysis of the alternatives available to it and will only enter into an agreement with a third
party that has not executed a waiver if our founding team believes that such third party’s engagement would be significantly
more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute
a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by our founding team
to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where our founding
team is unable to find a service provider willing to execute a waiver. The underwriters will not execute agreements with us waiving
such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive
any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and
will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our
sponsor agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold
to us, or a prospective partner business with which we have discussed entering into a transaction agreement, reduce the amounts
in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the
trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in
the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that
such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all
rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of our Initial
Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver
is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such
third party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently
verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s
only assets are securities of our company. Our sponsor may not be able to satisfy those obligations. None of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective partner businesses.
In the event that the proceeds in
the trust account are reduced below the lesser of (i) $10.00 per public share and the actual amount per public share held in the
trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in
the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our sponsor
asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a
particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification
obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor
to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment
may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual
value of the per-share redemption price will not be less than $10.00 per public share.
We will seek to reduce the possibility
that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service
providers (excluding our independent registered public accounting firm), prospective partner businesses or other entities with
which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in
the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our Initial
Public Offering against certain liabilities, including liabilities under the Securities Act. We have access to the proceeds of
our Initial Public Offering and the sale of the private placement shares with which to pay any such potential claims (including
costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).
In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders
who received funds from our trust account could be liable for claims made by creditors; however such liability will not be greater
than the amount of funds from our trust account received by any such shareholder. In the event that these dissolution expenses
exceed our available funds held outside the trust account, we may fund such excess with funds from the funds not to be held in
the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding
amount.
If we file a bankruptcy or insolvency
petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the
trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims
of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account,
we cannot assure you we will be able to return $10.00 per public share to our public shareholders. Additionally, if we file a bankruptcy
or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions
received by shareholders could be viewed under applicable debtor/ creditor and/or bankruptcy laws as either a “preferential
transfer” or a “fraudulent conveyance.”
As a result, a bankruptcy or insolvency
court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed
as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our
company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.
We cannot assure you that claims will not be brought against us for these reasons.
Our public shareholders will be entitled to receive funds from
the trust account only (i) in the event of the redemption of our public shares if we do not consummate an initial business combination
within 24 months from the Initial Public Offering, or 27 months from the closing of the Initial Public Offering if we have executed
a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from Initial
Public Offering, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association
(A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their
shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete
our initial business combination within 24 months from the closing of the Initial Public Offering, or 27 months from the closing
of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial
business combination within 24 months from the Initial Public Offering or (B) with respect to any other provision relating to the
rights of holders of our Class A ordinary shares, and (iii) if they redeem their respective shares for cash upon the completion
of the initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder
vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent
completion of an initial business combination or liquidation if we have not consummated an initial business combination within
24 months from the closing of the Initial Public Offering, or 27 months from the closing of the Initial Public Offering if we have
executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months
from the Initial Public Offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder
have any right or interest of any kind to or in the trust account. 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 partner business for our initial business combination, we may encounter intense competition from other entities having a business
objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, 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 partner businesses will be limited by our
available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a partner business.
Furthermore, our obligation to pay cash in connection with our public shareholders who properly exercise their redemption rights
may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution
they potentially represent, may not be viewed favorably by certain partner businesses. Either of these factors may place us at
a competitive disadvantage in successfully negotiating an initial business combination.
Facilities
We currently maintain our executive offices at 364 University
Avenue, Palo Alto, California 94301. We consider our current office space adequate for our current operations. An agreement to
pay our sponsor a fee of $10,000 for office space and administrative and support services was waived in writing in September
2020, and therefore no fees are being paid to our sponsor for office space or administrative and support services.
Employees
We currently have two executive officers.
These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of
their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they
will devote in any time period will vary based on whether a partner business has been selected for our initial business combination
and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion
of our initial business combination.
Periodic Reporting and Financial Information
We registered our units, Class A ordinary
shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly
and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports contain financial
statements audited and reported on by our independent registered public accountants.
We will provide shareholders with audited
financial statements of the prospective partner 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 partner businesses we may acquire
because some partners 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 24 months from the closing of our Initial Public Offering, or
27 months from the closing of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive
agreement for an initial business combination within 24 months from the closing of the Initial Public Offering. We cannot assure
you that any particular partner business identified by us as a potential acquisition candidate will have financial statements prepared
in accordance with the requirements outlined above, or that the potential partner 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 partner business. While this may limit the pool of potential acquisition 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 would we be required to
comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
A partner business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal
controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase
the time and costs necessary to complete any such acquisition.
Prior to the date of this Annual Report on
Form 10-K, we have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section
12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no
current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent
to the consummation of our initial business combination.
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 Act. As an exempted company, we have received a tax exemption undertaking
from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 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, as modified by the JOBS Act. As such, we are eligible to take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth
companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section
404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result,
there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act
also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth
company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company
until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our Initial Public
Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, 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 30th, 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 equals or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million
during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million
as of the prior June 30.
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 on Form 10-K, 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 Related to Our Business and Financial Position
We are a recently incorporated company with no
operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a recently incorporated company established under
the laws of the Cayman Islands with no operating results. Because we lack an operating history, you have no basis upon which to
evaluate our ability to achieve our business objective of completing our initial business combination with one or more partner
businesses. We have no plans, arrangements or understandings with any prospective partner 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.
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.”
We have incurred and expect to continue to incur significant
costs in pursuit of our acquisition plans. Management’s plans to address this need for capital are discussed in “Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital
and to consummate our initial business combination may not be successful. These factors, among others, raise substantial doubt
about our ability to continue as a going concern. The financial statements contained elsewhere in this Annual Report on Form 10-K
do not include any adjustments that might result from our inability to continue as a going concern.
Past performance by our management team or their affiliates,
including Ribbit Capital, may not be indicative of future performance of an investment in us.
Information regarding performance by, or businesses associated
with, our management team or their affiliates, including Ribbit Capital, is presented for informational purposes only. Any past
experience of and performance by our management team or their affiliates, including Ribbit Capital, is not a guarantee either:
(1) that we will be able to successfully identify a suitable candidate for our initial business combination; or (2) of any results
with respect to any initial business combination we may consummate. You should not rely on the historical record of our management
team, Ribbit Capital or any of their affiliates’ or managed funds performance as indicative of the future performance of
an investment in us or the returns we will, or are likely to, generate going forward. An investment in us is not an investment
in Ribbit Capital.
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 not hold a shareholder vote to approve our initial business
combination unless the business combination would require shareholder approval under applicable Cayman Islands law or stock exchange
listing requirements or if we decide to hold a shareholder vote for business or other reasons. For instance, NYSE rules currently
allow us to engage in a tender offer in lieu of a general meeting but would still require us to obtain shareholder approval if
we were seeking to issue more than 20% of our issued and outstanding shares to a partner business as consideration in any business
combination.
Therefore, if we were structuring a business combination that
required us to issue more than 20% of our issued and outstanding ordinary shares, we would seek shareholder approval of such business
combination. However, except as required by applicable law or stock exchange rule, the decision as to whether we will seek shareholder
approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made
by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the
terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may consummate our initial business
combination even if holders of a majority of the voting power of the outstanding ordinary shares do not approve of the business
combination we consummate. Please see “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 any partner businesses. Since our board of directors may complete
a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote
on the business combination, unless we seek such shareholder approval. Accordingly, your only opportunity to affect the investment
decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time
(which will be at least 20 business days) set forth in any tender offer documents mailed to our public shareholders in which we
describe our initial business combination.
If we seek shareholder approval of our initial business
combination, our sponsor and members of our founding team have agreed to vote in favor of such initial business combination, regardless
of how our public shareholders vote.
Our sponsor owns founders shares that represent, on an as-converted
basis, 10% of our issued and outstanding Class A ordinary shares immediately following the completion of the Initial Public Offering,
including the Class A ordinary shares issuable upon conversion of the founder shares, but such founders shares represent 20% of
the voting power of our issued and outstanding ordinary shares immediately following the completion of the Initial Public Offering,
excluding the private placement shares. Our sponsor and members of our founding team also may from time to time purchase Class
A ordinary shares prior to the completion of our initial business combination. Our amended and restated memorandum and articles
of association provides that, if we seek shareholder approval, we will complete our initial business combination only if we receive
approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the
shareholders who attend and vote at a general meeting of the company. Because the founder shares in the aggregate are entitled
to 20% of the combined voting power of the founder shares and holders of our public shares voting together as a single class, excluding
the private placement shares, in addition to our initial shareholders’ founder shares, we would need 14,088,751, or 35%,
of the 40,250,000 public shares sold in the Initial Public Offering to be voted in favor of an initial business combination in
order to have our initial business combination approved (assuming all issued and outstanding shares are voted). Accordingly, if
we seek shareholder approval of our initial business combination, the agreement by our sponsor and our founding team to vote in
favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval
for such initial business combination.
The ability of our public shareholders to redeem their
shares for cash may make our financial condition unattractive to potential business combination partners, which may make it difficult
for us to enter into a business combination with a partner.
We may seek to enter into a business combination transaction
agreement with a prospective partner 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 do not then become subject to the SEC’s
“penny stock” rules). Consequently, if accepting all properly submitted redemption requests would cause our net tangible
assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would
not proceed with such redemption and the related business combination and may instead search for an alternate business combination.
Prospective partners will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction
with us.
The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize
our capital structure.
At the time we enter into an agreement for our initial business
combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure
the transaction based on our expectations as to the number of shares that will be submitted for redemption.
If a large number of shares are submitted for redemption, we
may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for additional
third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness
at higher than desirable levels. The above considerations may limit our ability to complete the most attractive business combination
available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters
will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount
we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting
commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred
underwriting commissions.
The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares could increase the probability that our initial business combination would
be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If our initial business combination agreement requires us to
use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing,
the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is
unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account.
If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our
shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material
loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able
to sell your shares in the open market.
The requirement that we consummate an initial business
combination within 24 months after the closing of the Initial Public Offering, or 27 months from the closing of the Initial Public
Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination
within 24 months from the closing of the Initial Public Offering, may give potential partner 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 partners,
in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination
on terms that would produce value for our shareholders.
Any potential partner business with which we enter into negotiations
concerning a business combination will be aware that we must consummate an initial business combination within 24 months from the
Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in principle
or definitive agreement for an initial business combination within 24 months from the Initial Public Offering.
Consequently, such partner business may obtain leverage over
us in negotiating a business combination, knowing that if we do not complete our initial business combination within the required
time period with that particular partner business, we may be unable to complete our initial business combination with any partner
business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct
due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive
investigation.
Our search for a business combination, and any
partner business with which we ultimately consummate a business combination, may be materially adversely affected by the
COVID-19 pandemic and the status of debt and equity markets.
On March 11, 2020 the World Health Organization characterized the
outbreak of the novel strain of coronavirus referred to as COVID-19 as a “pandemic”. The COVID-19 pandemic and any
significant outbreak of other infectious diseases could result in a widespread health crisis that adversely affects the economies and financial markets worldwide, and the business of any potential partner business with which we consummate
a business combination could be materially and adversely affected.
Furthermore, we may be unable to complete a business combination
if continued concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors
or the partner company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction
in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments,
which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19
and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of
global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of
a partner business with which we ultimately consummate a business combination, may be materially adversely affected. In addition,
our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted
by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party
financing being unavailable on terms acceptable to us or at all.
We may not be able to consummate an initial business combination
within 24 months after the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter
of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the 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 partner business and consummate
an initial business combination within 24 months after the Initial Public Offering, or 27 months from the closing of the Initial
Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business
combination within 24 months from the Initial Public Offering. Our ability to complete our initial business combination may be
negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.
For example, the COVID-19 outbreak continues to impact operations in both in the U.S. and globally and, while the extent of the
impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination,
including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on
terms acceptable to us or at all. Additionally, the COVID-19 outbreak may negatively impact businesses we may seek to acquire.
If we have not consummated an initial business combination within such applicable time period, we will: (i) cease all operations
except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less
up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption
will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation
distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our
remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our amended
and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation
of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account
as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In
either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the
redemption of their shares, and our warrants will expire worthless. See “If third parties bring claims against us, the proceeds
held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00
per public share” and other risk factors herein.
If we seek shareholder approval of our initial business
combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants,
which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary
shares or public warrants.
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor,
directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions
or in the open market either prior to or following the completion of our initial business combination, although they are under
no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to
engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the
trust account will be used to purchase public shares or warrants in such transactions.
In the event that our sponsor, directors, executive officers,
advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected
to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their
shares. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the
likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding
or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination
or (3) satisfy a closing condition in an agreement with a partner that requires us to have a minimum net worth or a certain amount
of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met.
Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have
been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public
warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain
or obtain the quotation, listing or trading of our securities on a national securities exchange.
Any such purchases will be reported pursuant to Section 13 and
Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Item 1. Business—Permitted
Purchases and Other Transactions with Respect to Our Securities” for a description of how our sponsor, directors, executive
officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction.
If a shareholder fails to receive notice of our offer
to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering
its shares, such shares may not be redeemed.
We will comply with the proxy rules or tender offer rules, as
applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these
rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may
not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable,
that we will furnish to holders of our public shares in connection with our initial business combination will describe the various
procedures that must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails
to comply with these procedures, its shares may not be redeemed. See “Item 1. Business—Tendering Share Certificates
in Connection with a Tender Offer or Redemption Rights.”
You will not have any rights or interests in funds from
the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell
your public shares or warrants, potentially at a loss.
Our public shareholders will be entitled to receive funds from
the trust account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection
with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein,
(ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated
memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class
A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100%
of our public shares if we do not complete our initial business combination within 24 months from the Initial Public Offering,
or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement
for an initial business combination within 24 months from the Initial Public Offering or (B) with respect to any other provision
relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption of our public shares if we have not
consummated an initial business within 24 months from the Initial Public Offering, or 27 months from the Initial Public Offering
if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within
24 months from the Initial Public Offering, subject to applicable law and as further described herein. Public shareholders who
redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall
not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation
if we have not consummated an initial business combination within 24 months from the Initial Public Offering, or 27 months from
the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial
business combination within 24 months from the Initial Public Offering, with respect to such Class A ordinary shares so redeemed.
In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. Holders of warrants
will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your
investment, you may be forced to sell your public shares 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.
As of the date of this Annual Report on Form 10-K, our units
are listed on the NYSE on and our Class A ordinary shares and warrants on November 2, 2020, the date of separation. We expect to
meet, on a pro forma basis, the minimum initial listing standards set forth in the NYSE’s listing standards, our securities
may not be, or may not continue to be, listed on the NYSE in the future or prior to the completion of our initial business combination.
In order to continue listing our securities on the NYSE prior to the completion of our initial business combination, we must maintain
certain financial, distribution and share price levels. Generally, we must maintain a minimum amount in shareholders’ equity
(generally $1,100,000) and a minimum number of holders of our securities (generally 400 public holders). Additionally, our units
will not be traded after completion of our initial business combination and, in connection with our initial business combination,
we will be required to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than
the NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE. For
instance, the share price of our securities would generally be required to be at least $4.00 per share and our shareholders’
equity would generally be required to be at least $5,000,001 and we would be required to have a minimum of 400 round-lot holders.
We may not 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:
• a limited
availability of market quotations for our securities; reduced liquidity for our securities;
• a determination that our Class A ordinary shares are a “penny stock” which
will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced
level of trading activity in the secondary trading market for our securities;
• a limited amount of news and analyst coverage; and
• a decreased ability to issue additional securities or obtain additional financing in the
future.
The National Securities Markets Improvement Act of 1996, which
is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as
“covered securities.” Because we expect that our units and eventually our Class A ordinary shares and warrants will
be listed on the NYSE, our units, Class A ordinary shares and warrants will qualify as covered securities under the statute. Although
the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate
companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or
bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit
or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators
view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities
of blank check companies in their states. Further, if we were no longer listed on 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.
In evaluating a prospective target business for our initial
business combination, our management will rely on the availability of all of the funds from the sale of the forward purchase securities
to be used as part of the consideration to the sellers in the initial business combination. If the sale of some or all of the forward
purchase securities fails to close, for any reason, we may lack sufficient funds to consummate our initial business combination.
We entered into a forward purchase agreement pursuant to which an affiliate of our sponsor agreed to purchase forward purchase securities for $100,000,000 in the aggregate, in a private
placement to close substantially concurrently with our initial business combination. The funds from the sale of forward purchase
securities may be used as 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. The obligations under the forward
purchase agreement will not depend on whether any public shareholders elect to redeem their shares and will provide us with a minimum
funding level for the initial business combination.
If the sale of some or all of the forward purchase securities
does not close for any reason, including by reason of the failure by the affiliate of our sponsor to fund the purchase price for
its forward purchase securities, we may lack sufficient funds to consummate our initial business combination. The affiliate’s
obligations to purchase its forward purchase securities will be subject to fulfillment of customary closing conditions. In the
event of any such failure to fund by the affiliate, any obligation is so terminated or any such closing condition is not satisfied
and not waived by the affiliate, we may lack sufficient funds to consummate our initial business combination.
You will not be entitled to protections normally afforded
to investors of many other blank check companies.
Since the net proceeds of the Initial Public Offering and the
sale of the private placement shares are intended to be used to complete an initial business combination with a partner 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 after the Initial Public Offering and the sale of the private
placement shares 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 our units will be immediately tradable
and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover,
the Initial Public Offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held
in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion
of an initial business combination.
If we seek shareholder approval of our initial business
combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders
are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess
of 15% of our Class A ordinary shares.
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended
and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of
the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares
sold in the Initial Public Offering, which we refer to as the “Excess Shares,” without our prior consent. However,
we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete
our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open
market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete
our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order
to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.
Because of our limited resources and the significant competition
for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do
not complete our initial business combination within the required time period, our public shareholders may receive only approximately
$10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire
worthless.
We expect to encounter intense competition from other entities
having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to
acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting,
directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors
possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will
be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous partner businesses
we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the private placement shares,
our ability to compete with respect to the acquisition of certain partner 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 partner
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. Partner companies will be
aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place
us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business
combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or
less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See “If third
parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by shareholders may be less than $10.00 per public share” and other risk factors herein.
If the net proceeds of this Initial Public Offering and
the sale of the private placement shares not being held in the trust account are insufficient to allow us to operate for the 24
months following the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent,
agreement in principle or definitive agreement for an initial business combination within 24 months from the Initial Public Offering,
it could limit the amount available to fund our search for a partner business or businesses and complete our initial business combination,
and we will depend on loans from our sponsor or founding team to fund our search and to complete our initial business combination.
Of the net proceeds of the Initial Public Offering and the sale
of the private placement shares, approximately $1,000,000 was available to us initially outside the trust account to fund our
working capital requirements. We believe that, upon the Initial Public Offering, the funds available to us outside of the trust
account, together with funds available from loans from our sponsor, members of our founding team or any of their affiliates will
be sufficient to allow us to operate for at least the 24 months following the Initial Public Offering, or 27 months from the Initial
Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business
combination within 24 months from the Initial Public Offering; however, our estimate may not be accurate, and our sponsor, members
of our founding team or any of their affiliates are under no obligation to advance funds to us in such circumstances. Of the funds
available to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our search
for a partner 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 partner businesses from “shopping” around for transactions with
other companies or investors on terms more favorable to such partner 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 partner 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 partner business.
In the event that our expenses in pursuing an initial business
combination exceed funds not held in the trust account, unless funded by the proceeds of loans available from our sponsor, members
of our founding team or any of their affiliates, the amount of funds we intend to be held outside the trust account would decrease
by a corresponding amount.
The amount held in the trust account will not be impacted as
a result of such increase or decrease. If we are required to seek additional capital, we would need to borrow funds from our sponsor,
members of our founding team or any of their affiliates or other third parties to operate or may be forced to liquidate.
Neither our sponsor, members of our founding team nor any of
their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances may be repaid only from
funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000
of such loans may be convertible into private placement shares at a price of $10.00 per private placement share at the option of
the lender. The private placement shares will be identical to the public shares sold in the Initial Public Offering, subject to
certain limited exceptions, as described in this Annual Report on Form 10-K . Prior to the completion of our initial business combination,
we do not expect to seek loans from parties other than our sponsor, members of our founding team or any of their affiliates 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 do not complete our initial business combination within the required time period because we
do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently,
our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public
shares, and our warrants will expire worthless. See “If third parties bring claims against us, the proceeds held in
the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public
share” and other risk factors herein.
Subsequent to our completion of our initial business combination,
we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant
negative effect on our financial condition, results of operations and the share price of our securities, which could cause you
to lose some or all of your investment.
Even if we conduct due diligence on a partner business with
which we combine, this diligence may not surface all material issues with a particular partner business. In addition, factors outside
of the partner business and outside of our control may later arise. As a result of these factors, we may be forced to later write-down
or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses.
Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize
in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an
immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions
about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we
may be subject as a result of assuming pre-existing debt held by a partner business or by virtue of our obtaining post-combination
debt financing. Accordingly, any holders who choose to retain their securities following the business combination could suffer
a reduction in the value of their securities.
Such holders are unlikely to have a remedy for such reduction
in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a
duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws
that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable
material misstatement or material omission.
The securities in which we invest the funds held in the
trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share
redemption amount received by public shareholders may be less than $10.00 per share.
The proceeds held in the trust account are invested only in
U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term
U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates
in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee
of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States.
In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated
memorandum and articles of association, our public shareholders are entitled to receive their prorate share of the proceeds held
in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial
business combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that
the per-share redemption amount received by public shareholders may be less than $10.00 per share.
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 public share.
Our placing of funds in the trust account may not protect those
funds from third party claims against us. Although we will seek to have all vendors, service providers (excluding our independent
registered public accounting firm), prospective partner businesses and other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of
our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be
prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary
responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to
gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses
to execute an agreement waiving such claims to the monies held in the trust account, our founders will perform an analysis of the
alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if our founding
team believes that such third party’s engagement would be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage a third party
that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed
by our founding team to be significantly superior to those of other consultants that would agree to execute a waiver or in cases
where our founding team is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that
such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares,
if we have not consummated an initial business combination within 24 months from the closing of the Initial Public Offering, or
27 months from the closing of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive
agreement for an initial business combination within 24 months from the Initial Public Offering, or upon the exercise of a redemption
right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that
were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption
amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due
to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement
of which this Annual Report on Form 10-K forms a part, our sponsor has agreed that it will be liable to us if and to the extent
any claims by a third party (excluding our independent registered public accounting firm) for services rendered or products sold
to us, or a prospective partner business with which we have discussed entering into a transaction agreement, reduce the amounts
in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the trust
account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value
of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability
will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to seek
access to the trust account nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering
against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is
deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third
party claims.
However, we have not asked our sponsor to reserve for such indemnification
obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and
we believe that our sponsor’s only assets are securities of our company. Our sponsor may not be able to satisfy those obligations.
None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors
and prospective partner businesses.
Since prior to the completion of our initial business
combination only holders of our founder shares will have the right to vote on the appointment of directors, upon the listing of
our shares on the NYSE, the NYSE may consider us to be a “controlled company” within the meaning of NYSE rules and,
as a result, we may qualify for exemptions from certain corporate governance requirements.
Prior to our initial business combination only holders of our
founder shares will have the right to vote on the appointment of directors. As a result, the NYSE may consider us to be a “controlled
company” within the meaning of NYSE corporate governance standards. Under NYSE corporate governance standards, a company
of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company”
and may elect not to comply with certain corporate governance requirements, including the requirements that:
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we have a board that includes a majority of ‘independent directors,’ as defined under the rules of the NYSE;
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we have a compensation committee of our board that is comprised entirely of independent directors with a written charter;
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addressing the committee’s purpose and responsibilities; and
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we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with
a written charter addressing the committee’s purpose and responsibilities.
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We do not intend to utilize these exemptions and intend to comply
with the corporate governance requirements of the NYSE, subject to applicable phase-in rules. However, if we determine in the future
to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are
subject to all of the NYSE corporate governance requirements.
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 public share and (ii) the actual amount per share held in the trust account as of the date of
the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in
each case net of the interest that may be withdrawn to pay our tax obligations, 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
public share.
If, after we distribute the proceeds in the trust account
to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is
filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of
our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of
our board of directors and us to claims of punitive damages.
If, after we distribute the proceeds in the trust account to
our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed
against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/ creditor
and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a
bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of
directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing
itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims
of creditors.
If, before distributing the proceeds in the trust account
to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is
filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders
and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the trust account to
our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed
against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may
be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.
To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders
in connection with our liquidation may be reduced.
If we are deemed to be an investment company under the
Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,
which may make it difficult for us to complete our initial business combination.
If we are deemed to be an investment company under the Investment
Company Act, our activities may be restricted, including:
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
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In addition, we may have imposed upon us burdensome requirements,
including:
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registration as an investment company with the SEC;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently
not subject to.
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In order not to be regulated as an investment company under
the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business
other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning,
holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities
and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter
to operate the post-business combination business or assets for the long term. We do not plan to buy businesses or assets with
a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our anticipated principal activities
will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United
States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity
of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company
Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted
to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business
plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner
of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning
of the Investment Company Act. The Initial Public Offering was not intended for persons who are seeking a return on investments
in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest
to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered
in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the
substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within 24 months from the closing of the Initial Public Offering, or 27 months from the Initial Public Offering if
we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within
24 months from the Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our
Class A ordinary shares, and (iii) the redemption of our public shares if we have not consummated an initial business within 24
months from the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent,
agreement in principle or definitive agreement for an initial business combination within 24 months from the Initial Public Offering,
subject to applicable law and as further described herein. If we do not invest the proceeds as discussed above, we may be deemed
to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these
additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability
to complete a business combination. If we do not complete our initial business combination within the required time period, our
public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation
of our trust account and our warrants will expire worthless.
Changes in laws or regulations, or a failure to comply
with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business
combination, and results of operations.
We are subject to laws and regulations enacted by national,
regional and local governments. In particular, we will be 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 do not consummate an initial business combination
within 24 months from the Initial Public Offering, or 27 months from the closing of the Initial Public Offering if we have executed
a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the
Initial Public Offering, our public shareholders may be forced to wait beyond such 24 months, or 27 months from the Initial Public
Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination
within 24 months from the Initial Public Offering, before redemption from our trust account.
If we do not consummate an initial business combination within
24 months from the closing of the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed a
letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the
Initial Public Offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the
trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution
expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders
from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association
prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and distribute such amount therein,
pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply
with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 24 months from the Initial
Public Offering, or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in principle or
definitive agreement for an initial business combination within 24 months from the 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,
prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum
and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon
our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business
combination and do not amend certain provisions of our amended and restated memorandum and articles of association. Our amended
and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation
of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account
as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
Our shareholders may be held liable for claims by third
parties against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation, any
distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date
on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result,
a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as
having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and
our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. Claims
may be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted
any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary
course of business might be found guilty of an offense and may be liable for a fine of $18,292.68 and imprisonment for five years
in the Cayman Islands.
We may not hold an annual general meeting until after
the consummation of our initial business combination.
In accordance with NYSE corporate governance requirements and
our amended and restated memorandum and articles of association, we are not required to hold an annual general meeting until no
later than one year after our first fiscal year end following our listing on the NYSE. As an exempted company, there is no requirement
under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general
meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with our founding
team. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each
class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.
Holders of Class A ordinary shares will not be entitled
to vote on any appointment of directors we hold prior to the completion of our initial business combination.
Prior to the completion of our initial business combination,
only holders of our founder shares have the right to vote on the appointment of directors. Holders of our public shares will not
be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business
combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly,
you may not have any say in the management of our company prior to the consummation of an initial business combination.
Since following our initial business combination, the
holders of the founder shares shall have the right to appoint one-fifth of the members of our board of directors, rounded up to
the nearest whole director, it may be difficult for us to enter into a business combination with a partner.
Following the completion of our initial business combination,
for so long as the holders of the founder shares hold in the aggregate a number of Class A ordinary shares (on an as-converted
to Class A ordinary share basis) equal to at least 50% of the sum of the founder shares plus the number of Class A ordinary shares
issued upon conversion of any Class L ordinary shares, the holders of the founder shares shall have the right to appoint one-fifth
of the members of our board of directors, rounded up to the nearest whole director. Prospective partners will be aware of the ability
of the holders of the founder shares to appoint directors flowing our initial business combination and, thus, may be reluctant
to enter into a business combination transaction with us.
We are not registering the Class A ordinary shares issuable
upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not
be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants
and causing such warrants to expire worthless.
We are not registering the Class A ordinary shares issuable
upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the
warrant agreement, we have agreed to use our commercially reasonable efforts to file a registration statement under the Securities
Act covering such shares and to maintain the effectiveness of such registration statement and a current prospectus relating to
the Class A ordinary shares issuable upon exercise of the warrants until the expiration or redemption of the warrants in accordance
with the provisions of the warrant agreement. We may not able to do so if, for example, any facts or events arise which represent
a fundamental change in the information set forth in the registration statement, the financial statements contained or incorporated
by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise
of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on
a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based
on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment).
However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders
seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities
laws of the state of the exercising holder, unless an exemption is available. Notwithstanding the above, if our Class A ordinary
shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public
warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will
use our reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is
not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange
for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities
Act or applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified
or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such
warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units
will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance
where an exemption from registration exists for holders of the forward purchase warrants that form a part our forward purchase
securities to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part
of units sold in the Initial Public Offering. In such an instance, a holder of the forward purchase warrants and its transferees
(which may include our founding team) would be able to exercise their warrants and sell the ordinary shares underlying their warrants
while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and
when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the
underlying securities for sale under all applicable state securities laws.
Our ability to require holders of our warrants to exercise
such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration statement
covering the Class A ordinary shares issuable upon exercise of these warrants will cause holders to receive fewer Class A ordinary
shares upon their exercise of the warrants than they would have received had they been able to pay the exercise price of their
warrants in cash.
If we call the warrants for redemption for cash, we will have
the option, in our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis. If we choose
to require holders to exercise their warrants on a cashless basis or if holders elect to do so when there is no effective registration
statement, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such
holder exercised his or her warrant for cash. For example, if the holder is exercising 875 public warrants at $11.50 per share
through a cashless exercise when the Class A ordinary shares have a fair market value of $17.50 per share, then upon the cashless
exercise, the holder will receive 300 Class A ordinary shares. The holder would have received 875 Class A ordinary shares if the
exercise price was paid in cash. This will have the effect of reducing the potential “upside” of the holder’s
investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise
of the warrants they hold.
The warrants may become exercisable and redeemable for
a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this
time.
In certain situations, including if we are not the surviving
entity in our initial business combination, the warrants may become exercisable for a security other than the Class A ordinary
shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive
a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company
will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within
twenty business days of the closing of an initial business combination.
The grant of registration rights to our initial shareholders
may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect
the market price of our Class A ordinary shares.
Pursuant to an agreement to be entered into concurrently with
the Initial Public Offering, our initial shareholders, and their permitted transferees can demand that we register the private
placement shares, including any private placement shares that may be issued upon conversion of working capital loans, the Class
A ordinary shares into which founder shares and Class L ordinary shares are convertible, and the Class A ordinary shares that are
part of the forward purchase securities, and the Class A ordinary shares issuable upon exercise or conversion of the forward purchase
warrants. 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 partner business
may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact
on the market price of our securities that is expected when the securities owned by our initial shareholders or their permitted
transferees are registered for resale.
Because we are neither limited to evaluating a partner
business in a particular industry sector nor have we selected any specific partner businesses with which to pursue our initial
business combination, you will be unable to ascertain the merits or risks of any particular partner business’s operations.
We may pursue business combination opportunities in any sector,
except that we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our
initial business combination solely with another blank check company or similar company with nominal operations. Because we have
not yet selected or approached any specific partner business with respect to a business combination, there is no basis to evaluate
the possible merits or risks of any particular partner 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 partner business, we may not properly ascertain or assess all of the significant risk factors or that
we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave
us with no ability to control or reduce the chances that those risks will adversely impact a partner business. An investment in
our units may not ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available,
in a business combination partner. Accordingly, any holders who choose to retain their securities following our initial business
combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction
in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a
duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws
that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable
material misstatement or material omission.
We may seek acquisition opportunities in industries or
sectors which may or may not be outside of our founders’ area of expertise.
We will consider a business combination outside of our founders’
area of expertise if a business combination partner is presented to us and we determine that such candidate offers an attractive
acquisition opportunity for our company. Although our founding team will endeavor to evaluate the risks inherent in any particular
business combination partner, we may not adequately ascertain or assess all of the significant risk factors. We also cannot assure
you that an investment in our units will not ultimately prove to be less favorable to investors in the Initial Public Offering
than a direct investment, if an opportunity were available, in a business combination partner. In the event we elect to pursue
an acquisition outside of the areas of our founders’ expertise, our founders’ expertise may not be directly applicable
to its evaluation or operation, and the information contained in this Annual Report on Form 10-K regarding the areas of our founders’
expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our founding team may
not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain
their securities following our initial business combination could suffer a reduction in the value of their securities. Such holders
are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due
to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully
bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the
business combination contained an actionable material misstatement or material omission.
Although we have identified general criteria that we believe
are important in evaluating prospective partner businesses, we may enter into our initial business combination with a partner that
does not meet such criteria, and as a result, the partner business with which we enter into our initial business combination may
not have attributes entirely consistent with our general criteria.
Although we have identified general criteria for evaluating
prospective partner businesses, it is possible that a partner business with which we enter into our initial business combination
will not have all of these positive attributes. If we complete our initial business combination with a partner that does not meet
some or all of these criteria, such combination may not be as successful as a combination with a business that does meet all of
our general criteria. In addition, if we announce a prospective business combination with a partner that does not meet our general
criteria, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any
closing condition with a partner business that requires us to have a minimum net worth or a certain amount of cash. In addition,
if shareholder approval of the transaction is required by applicable law or stock exchange rule, or we decide to obtain shareholder
approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business
combination if the partner business does not meet our general criteria. If we do not complete our initial business combination
within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain
circumstances, on the liquidation of our trust account and our warrants will expire worthless.
We are not required to obtain an opinion from an independent
accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we
are paying for the business is fair to our shareholders from a financial point of view.
Unless we complete our initial business combination with an
affiliated entity, we are not required to obtain an opinion from an independent 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 preference
shares to complete our initial business combination or under an employee incentive plan after completion of our initial business
combination. Any such issuances would dilute the interest of our shareholders and likely present other risks.
Our amended and restated memorandum and articles of association
authorized the issuance of up to 600,000,000 Class A ordinary shares, par value $0.0001 per share, 10,000,000 Class B ordinary
shares, par value $0.0001 per share, 15,000,000 Class L ordinary shares, par value $0.0001 per share, and 1,000,000 preference
shares, par value $0.0001 per share. As of the date of this Annual Report on Form 10-K, 533,445,000, 5,527,778 and 2,222,222 authorized
but unissued Class A ordinary shares, Class B ordinary shares and Class L ordinary shares, respectively, available for issuance,
which amount includes shares reserved for issuance upon exercise of outstanding warrants, shares issuable upon conversion of the
Class B ordinary shares and shares issuable upon conversion of the Class L ordinary shares, if any. The Class B ordinary shares
are convertible at the option of the holder thereof into Class A ordinary shares at any time after our initial business combination
as described herein and in our amended and restated memorandum and articles of association. The Class L ordinary shares are non-voting
and will convert into Class A ordinary shares after our initial business combination only to the extent certain triggering events
occur prior to the 10th anniversary of our initial business combination, including specified strategic transactions and other triggering
events based on our stock trading at $20.00 per share and additional stock trading thresholds up to $50.00 per share, in each case,
as described in this Annual Report on Form 10-K . If following our initial business combination all of the Class L ordinary shares
vest, the number of Class A ordinary shares into which the Class L ordinary shares shall have converted plus the number of Class
A ordinary shares into which the Class B ordinary shares shall have converted will represent, in the aggregate, 30% of the ordinary
shares issued and outstanding at the Initial Public Offering. Notwithstanding the foregoing, all Class L ordinary shares that are
issued and outstanding on the 10th anniversary of our initial business combination will be automatically forfeited. There were
no preference shares issued and outstanding as of the Initial Public Offering.
We may issue a substantial number of additional Class A ordinary
shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our
initial business combination. We may also issue Class A ordinary shares to redeem the warrants as described in Exhibit 4.5 to this Annual
Report on Form 10-K “Description of Registrant’s Securities—Warrants—Public Shareholders’ Warrants—Redemption
of warrants for cash when the price per Class A ordinary share equals or exceeds $10.00”.
However, our amended and restated memorandum and articles of association provides, among other things, that prior to the completion of
our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from
the trust account or (ii) vote on any initial business combination or on any other proposal presented to shareholders prior to or in
connection with the completion of an initial business combination. These provisions of our amended and restated memorandum and articles
of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder
vote. The issuance of additional ordinary or preference shares, including any forward purchase securities:
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may significantly dilute the equity interest of investors;
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may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those
afforded our Class A ordinary shares;
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could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among
other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal
of our present officers and directors;
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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of
a person seeking to obtain control of us;
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may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and
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may not result in adjustment to the exercise price of our warrants.
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If all of our Class L ordinary shares vest, our initial
shareholders, including our sponsor will own, in the aggregate, 30% of the ordinary shares issued and outstanding upon the Initial
Public Offering.
Most blank check companies issue founder shares representing 20%
of the ordinary shares issued and outstanding upon the consummation of such blank check company’s initial public offering. We
have issued 4,472,222 Class B ordinary shares which will convert at the option of the holder thereof into Class A ordinary shares at
any time after our initial business combination as described herein. The Class B ordinary shares represent 10% of the ordinary
shares issued and outstanding upon the consummation of the Initial Public Offering, excluding Class L ordinary shares which are
subject to stock performance and other vesting conditions as described herein. We have also issued 12,777,778 Class L ordinary
shares, which will convert into Class A ordinary shares after our initial business combination only to the extent certain triggering
events occur prior to the 10th anniversary of our initial business combination, including specified strategic transactions and other
triggering events based on our stock trading at $20.00 per share and additional stock trading thresholds up to $50.00 per share, in
each case, as described in this Annual Report on Form 10-K . If following our initial business combination all of the Class L
ordinary shares vest, the number of Class A ordinary shares into which the Class L ordinary shares shall have converted plus the
number of Class A ordinary shares into which the Class B ordinary shares shall have converted will represent, in the aggregate, 30%
of the ordinary shares issued and outstanding upon the consummation of the Initial Public Offering. Notwithstanding the foregoing,
all Class L ordinary shares that are issued and outstanding on the 10th anniversary of our initial business combination will be
automatically forfeited. If all of our Class L ordinary shares vest, the issuance of Class A ordinary shares upon conversion of all
of our Class L ordinary shares would dilute the interest of our shareholders relative to shareholders of other blank check
companies.
Our initial shareholders may receive additional Class
A ordinary shares if we issue shares to consummate an initial business combination.
The founder shares will convert at the option of the holder
into Class A ordinary shares at any time following the consummation of our initial business combination at a ratio of one to one
(as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like).
If between the one year anniversary of our initial business
combination and the ten year anniversary of our initial business combination the closing price of our Class A ordinary shares equals
or exceeds one or more of the share targets described below, one-fourth of the Class L ordinary shares for each such target achievement
will automatically convert into Class A ordinary shares on a 1-for-1 basis (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like):
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$20.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like)
for any 20 trading days within a 30-trading day period (the “First Price Vesting”);
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$30.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like)
for any 20 trading days within a 30-trading day period (the “Second Price Vesting”);
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$40.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like)
for any 20 trading days within a 30-trading day period (the “Third Price Vesting”); and
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$50.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like)
for any 20 trading days within a 30-trading day period (the “Fourth Price Vesting”).
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For example, if fifteen months following the consummation of
our initial business combination the closing price of our Class A ordinary shares equals or exceeds $30.00 but does not exceed
$40.00 for 20 trading days within a 30-trading day period, both the First Price Vesting and Second Price Vesting target achievements
will be met, resulting in a total of 6,388,888 Class L Shares converting into 6,388,888 Class A ordinary shares, representing 3,194,444
associated with the First Price Vesting and 3,194,444 associated with the Second Price Vesting (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like).
In the event of any liquidation, merger, share exchange,
reorganization or other similar transaction (“Strategic Transaction”) consummated after our initial business
combination and before the one year anniversary of our initial business combination that results in all of our public
shareholders having the right to exchange their ordinary shares for cash, securities or other property at an effective price
of at least $15.00 per Class A ordinary share (a “Qualifying Strategic Transaction”), all of the Class L ordinary
shares will convert into Class A ordinary shares at a ratio such that the sum of the number of Class A ordinary shares
issuable upon conversion of the founder shares plus the number of Class A ordinary shares issuable upon conversion of all of
the Class L ordinary shares will equal, in the aggregate, on an as-converted basis, 20% (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) of the sum of the total number of Class A ordinary
shares issued and outstanding upon the consummation of the Initial Public Offering, including the Class A ordinary shares
issuable upon conversion of the founder shares and the Class A ordinary shares issuable upon conversion of the Class L
ordinary shares, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon
conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company
in connection with or in relation to the consummation of the initial business combination (net of any redemptions of Class A
ordinary shares by public shareholders), excluding any forward purchase securities and private placement shares, including
any private placement issued to our sponsor, members of our founding team or any of their affiliates upon conversion of
working capital loans, and any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class
A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private
placement shares. For example, if nine months following the consummation of our initial business combination we consummate a
Qualifying Strategic Transaction, all of the issued and outstanding Class L ordinary shares will automatically convert into
5,589,324 Class A ordinary shares, such that sum of Class B shares owned by our sponsor and the Class A shares issued as a
result of the conversion of Class L ordinary shares at the time Qualifying Strategic Transaction will equal 20% of the sum of
total Class A shares issued in the Initial Public Offering, the Class B shares owned by our sponsor at the time of the
Initial Public Offering, and the Class A shares issued as a result of the conversion of Class L ordinary shares at the time
of the Qualifying Strategic Transaction (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like).
In the event of any Strategic Transaction consummated following
the one year anniversary of our initial business combination that results in all of our public shareholders having the right to
exchange their ordinary shares for cash, securities or other property with an effective price of at least $10.00 per Class A ordinary
share, all of the then-outstanding Class L ordinary shares will convert into Class A ordinary shares as follows:
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if (and only if) the First Price Vesting shall not have occurred prior to or in connection with such Strategic Transaction
and the effective price of the Strategic Transaction is greater than $10.00 per share and less than or equal to $20.00 per share,
all of the then outstanding Class L ordinary shares will convert into a number of Class A ordinary shares equal to 3,194,444 multiplied
by a fraction, the numerator of which is equal to the effective price of the Strategic Transaction minus $10.00 and the denominator
of which is $10.00 (each as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the
like);
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if (and only if) the Second Price Vesting shall not have occurred prior to or in connection with such Strategic Transaction
and the effective price of the Strategic Transaction is greater than $20.00 per share and less than or equal to $30.00 per share,
all of the then outstanding Class L ordinary shares (after giving effect to any First Price Vesting that shall have occurred prior
to or in connection with such Strategic Transaction) will convert into a number of Class A ordinary shares equal to 3,194,444 multiplied
by a fraction, the numerator of which is equal to the effective price of the Strategic Transaction minus $20.00 and the denominator
of which is $10.00 (each as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the
like);
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if (and only if) the Third Price Vesting shall not have occurred prior to or in connection with such Strategic Transaction
and the effective price of the Strategic Transaction is greater than $30.00 per share and less than or equal to $40.00 per share,
all of the then outstanding Class L ordinary shares (after giving effect to any First Price Vesting or Second Price Vesting that
shall have occurred prior to or in connection with such Strategic Transaction) will convert into a number of Class A ordinary shares
equal to 3,194,445 multiplied by a fraction, the numerator of which is equal to the effective price of the Strategic Transaction
minus $30.00 and the denominator of which is $10.00 (each as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like);
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if (and only if) the Fourth Price Vesting shall not have occurred prior to or in connection with such Strategic Transaction and
the effective price of the Strategic Transaction is greater than $40.00 per share and less than or equal to $50.00 per share, each
of the then outstanding Class L ordinary shares (after giving effect to any First Price Vesting , Second Price Vesting or Third
Price Vesting that shall have occurred prior to or in connection with such Strategic Transaction) will convert into a number of
Class A ordinary shares equal to 3,194,445 multiplied by a fraction, the numerator of which is equal to the effective price of the
Strategic Transaction minus $40.00 and the denominator of which is $10.00 (each as adjusted for share sub-divisions, share
capitalizations, reorganizations, recapitalizations and the like); and
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if (and only if) the Fourth Price Vesting shall not have occurred prior to or in connection with such Strategic Transaction
and the effective price of the Strategic Transaction is greater than $50.00, each of the then outstanding Class L ordinary shares
(after giving effect to any First Price Vesting, Second Price Vesting and Third Price Vesting that shall have occurred prior to
or in connection with such Strategic Transaction) will convert into one Class A ordinary share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like).
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For example, if seventy-two months following the
consummation of our initial business combination we consummate a Strategic Transaction and the effective price of such
Strategic Transaction is $43.00 per Class A ordinary share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) and prior to the consummation of such Strategic Transaction the First Price
Vesting target shall have been met, but none of the Second Price Vesting, Third Price Vesting or Fourth Price Vesting targets
shall have been met, all of the then-remaining outstanding Class L ordinary shares will automatically convert into 7,347,222
shares, representing 3,194,444 shares associated with the Second Price Vesting, 3,194,445 shares associated with the Third
Price Vesting, and 958,333 associated with the Fourth Price Vesting. Together with the 3,194,444 Class L shares already
vested and converted to Class A ordinary shares associated with the First Price Vesting, a total of 10,541,666 Class L shares
will vest and convert into Class A ordinary shares. All Class L ordinary shares that are issued and outstanding on the 10th
anniversary of our initial business combination will be automatically forfeited.
Resources could be wasted in researching acquisitions
that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another
business. If we do not complete our initial business combination within the required time period, our public shareholders may receive
only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants
will expire worthless.
We anticipate that the investigation of each specific partner
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 partner business, we may fail to complete our initial business combination
for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred
which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not
complete our initial business combination within the required time period, our public shareholders may receive only approximately
$10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire
worthless.
We may be a passive foreign investment company, or “PFIC,”
which could result in adverse U.S. federal income tax consequences to U.S. investors.
If we are a PFIC for any taxable year (or portion thereof) that
is included in the holding period of a U.S. Holder (as defined by the Internal Revenue Service (“IRS”)) of our Class A
ordinary shares or warrants, a U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to
additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for
the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception may be subject to
uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no
assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status
for any taxable year, however, will not be determinable until after the end of such taxable year. Moreover, if we determine we are a
PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the IRS may
require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified
electing fund” election, but there can be no assurance that we will timely provide such required information, and such
election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their tax advisors
regarding the possible application of the PFIC rules.
We may reincorporate in another jurisdiction in connection
with our initial business combination and such reincorporation may result in taxes imposed on shareholders.
We may, in connection with our initial business combination and
subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the partner company or
business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable
income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it
is a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes.
Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the
reincorporation.
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. In particular,
there is uncertainty as to whether the courts of the Cayman Islands or any other applicable jurisdictions would recognize and enforce
judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the
securities laws of the United States or any state in the United States or entertain original actions brought in the Cayman Islands
or any other applicable jurisdiction’s courts against us or our directors or officers predicated upon the securities laws
of the United States or any state in the United States.
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 partner business, however, cannot presently
be ascertained. Although some of our key personnel may remain with the partner business in senior management or advisory positions
following our initial business combination, it is likely that some or all of the management of the partner business will remain
in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure
you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements
of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar
with such requirements.
Our key personnel may negotiate employment or consulting
agreements with a partner 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 partner business. In addition, pursuant to an agreement entered into simultaneously
with the Initial Public Offering, following the completion of our initial business combination, for so long as the holders of the
founder shares hold in the aggregate a number of Class A ordinary shares (on an as-converted to Class A ordinary shares basis)
equal to at least 50% of the sum of the founder shares plus the number of Class A ordinary shares issued upon conversion of any
Class L ordinary shares, the holders of the founder shares shall have the right to appoint one-fifth of the members of our board
of directors, rounded up to the nearest whole director, which is described in Exhibit 4.5 to this Annual Report on Form 10-K “Description
of Registrant’s Securities.”
We may have a limited ability to assess the management of
a prospective partner business and, as a result, may affect our initial business combination with a partner 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 partner business, our ability to assess the partner business’s management may be limited due
to a lack of time, resources or information. Our assessment of the capabilities of the partner business’s management, therefore,
may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the partner
business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations
and profitability of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their
securities following our initial business combination could suffer a reduction in the value of their securities. Such holders are
unlikely to have a remedy for such reduction in value.
The officers and directors of an acquisition candidate
may resign upon completion of our initial business combination. The loss of a business combination partner’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 or she may be entitled to substantial compensation, and our executive officers are not obligated to contribute
any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other
entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts
of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs
which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our
executive officers’ and directors’ other business affairs, please see “Item 10. Directors, Executive Officers
and Corporate Governance—Conflicts of Interest.”
Our officers and directors presently have, and any of
them in the future may have additional, fiduciary or contractual obligations to other entities, including another blank check company,
and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
From 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, subject to his or her fiduciary duties under Cayman Islands law. 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 partner business may be presented to another entity prior to its presentation to us, subject to their
fiduciary duties under Cayman Islands law.
In addition, our founders, our directors and officers and Ribbit
Capital or its affiliates, expect in the future to become affiliated with other public blank check companies that may have acquisition
objectives that are similar to ours. Accordingly, they may have conflicts of interest in determining to which entity a particular
business opportunity should be presented. These conflicts may not be resolved in our favor and a potential partner business may
be presented to such other blank check companies, prior to its presentation to us, subject to our officers’ and directors’
fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provides that we renounce
our interest in any business combination 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.
For a complete discussion of our executive officers’ and
directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Item
10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest” and “Item
13. Certain Relationships and Related Transactions, and Director Independence.”
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 partner 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 partner business and completing a business combination. Consequently,
our directors’ and officers’ discretion in identifying and selecting a suitable partner business may result in a conflict
of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and
in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter
of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’
rights. See Exhibit 4.5 to this Annual Report on Form 10-K “Description of Registrant's Securities—Certain
Differences in Corporate Law” for further information on the ability to bring such claims. However, we might not ultimately
be successful in any claim we may make against them for such reason.
We may engage in a business combination with one or more
partner businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors
or initial shareholders which may raise potential conflicts of interest.
In light of the involvement of our sponsor, executive officers
and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers,
directors or initial shareholders. Our directors also serve as officers and board members for other entities, including, without
limitation, those described under “Conflicts of Interest.” Our sponsor and our officers and directors may sponsor or
form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the
period in which we are seeking an initial business combination. Such entities may compete with us for business combination opportunities.
Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business
combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business
combination with any such entity or entities.
Although we will not be specifically focusing on, or pursuing,
any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met
our criteria for a business combination as and such transaction was approved by a majority of our independent and disinterested
directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or
an independent valuation or accounting firm regarding the fairness to our company from a financial point of view of a business
combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or
initial shareholders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may
not be as advantageous to our public shareholders as they would be absent any conflicts of interest.
Since our sponsor, executive officers and directors will
lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares
they may acquire separate from the Initial Public Offering), a conflict of interest may arise in determining whether a particular
business combination partner is appropriate for our initial business combination.
On July 20, 2020 our sponsor paid $25,000 to cover certain offering
costs in consideration for 25,000 ordinary shares. On September 2, 2020, the Company filed an amended and restated memorandum and
articles of association. Pursuant to the amendment, the then-outstanding 25,000 ordinary shares were subdivided into 4,472,222
Class B ordinary shares and 12,777,778 Class L ordinary shares. On September 8, 2020, our sponsor transferred 32,500 Class B ordinary
shares to each of our independent directors. Prior to the sponsor’s initial $25,000 investment in the company, the company
had no assets, tangible or intangible. The per share price of the 25,000 ordinary shares was determined by dividing the amount
contributed to the company by the number of founder shares issued. The founder shares and Class L ordinary shares will be worthless
if we do not complete an initial business combination. The Class L ordinary shares will convert into Class A ordinary shares after
our initial business combination only to the extent certain triggering events occur prior to the 10th anniversary of
our initial business combination, including specified strategic transactions and other triggering events based on our stock trading
at $20.00 per share and additional stock trading thresholds up to $50.00 per share, in each case, as described in this Annual Report
on Form 10-K. If following our initial business combination all of the Class L ordinary shares vest, the number of Class A ordinary
shares into which the Class L ordinary shares shall have converted plus the number of Class A ordinary shares into which the Class
B ordinary shares shall have converted will represent, in the aggregate, 30% of the ordinary shares issued and outstanding upon
the Initial Public Offering. Notwithstanding the foregoing, all Class L ordinary shares that are issued and outstanding on the
10th anniversary of our initial business combination will be automatically forfeited. Our sponsor has purchased 1,005,000 Class
A ordinary shares, at a price of $10.00 per share in a private placement for an aggregate purchase price of $10,050,000 simultaneously
with the Initial Public Offering. These Class A ordinary shares, which we refer to as the private placement shares, are identical
to the Class A ordinary shares sold in the Initial Public Offering, except that if held by the sponsor or its permitted transferees,
they are subject to a letter agreement in which they agree to certain restrictions on the transfer of the private placement shares
until the earlier of (1) one year after the completion of the initial business combination and (2) the date following the initial
business combination on which the company completes a liquidation, merger, share exchange, reorganization or other similar transaction
that results in the public shareholders having the right to exchange their ordinary shares. The personal and financial interests
of our executive officers and directors may influence their motivation in identifying and selecting a partner 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 the Initial Public Offering, or 27-month anniversary
of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial
business combination within 24 months of the Initial Public Offering, nears, which is the deadline for our consummation of an initial
business combination.
We may issue notes or other debt, or otherwise incur substantial
debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact
the value of our shareholders’ investment in us.
Although we have no commitments as of the date of this Annual
Report on Form 10-K to issue any notes or other debt, or to otherwise incur debt following the Initial Public Offering, we may
choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not
incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or
to the monies held in the trust account. As such, no issuance of debt will affect the per share amount available for redemption
from the trust account.
Nevertheless, the incurrence of debt could have a variety of
negative effects, including:
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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay
our debt obligations;
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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we
breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation
of that covenant;
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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such
financing while the debt is outstanding;
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our inability to pay dividends on our Class A ordinary shares;
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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available
for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate
purposes;
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in
government regulation; and
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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements,
execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
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We may only be able to complete one business combination
with the proceeds of the Initial Public Offering, the sale of the private placement shares and the forward purchase securities,
which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack
of diversification may negatively impact our operations and profitability.
The net proceeds from the Initial Public Offering and the sale
of the private placement shares provide us with up to $388,412,500 that we may use to complete our initial business combination
(after taking into account the $14,087,500, of deferred underwriting commissions being held in the trust account).We may effectuate
our initial business combination with a single partner business or multiple partner 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 partner 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 partner 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 partners, which may hinder our ability to complete our initial business combination and give rise to
increased costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several businesses
that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability,
to complete our initial business combination. With multiple business combinations, we could also face additional risks, including
additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and
the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies
in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability
and results of operations.
We may attempt to complete our initial business combination
with a private company about which limited information is available, which may result in a business combination with a company
that is not as profitable as we suspected, if at all.
In pursuing our acquisition strategy, we may seek to effectuate
our initial business combination with a privately held company. Limited 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 founding team may not be able to maintain control
of a partner business after our initial business combination. Upon the loss of control of a partner business, new management may
not possess the skills, qualifications or abilities necessary to profitably operate such business.
We may structure our initial business combination so that the
post-business combination company in which our public shareholders own shares will own less than 100% of the equity interests or
assets of a partner business, but we will only complete such business combination if the post-business combination company owns
or acquires 50% or more of the outstanding voting securities of the partner or otherwise acquires a controlling interest in the
partner business sufficient for us not to be required to register as an investment company under the Investment Company Act. We
will not consider any transaction that does not meet such criteria. Even if the post-business combination company owns 50% or more
of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively
own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the
business combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary
shares in exchange for all of the outstanding capital stock, shares or other equity interests of a partner. In this case, we would
acquire a 100% interest in the partner. However, as a result of the issuance of a substantial number of new Class A ordinary shares,
our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding Class A ordinary
shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting
in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this
may make it more likely that our founding team will not be able to maintain control of the partner business.
We may seek business combination opportunities with a
high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our
desired results.
We may seek business combination opportunities with large, highly
complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements,
to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not
be as successful as we anticipate.
To the extent we complete our initial business combination with
a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the
operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our
founding team will endeavor to evaluate the risks inherent in a particular partner business and its operations, we may not be able
to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able
to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve
the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with
no ability to control or reduce the chances that those risks and complexities will adversely impact a partner business. Such combination
may not be as successful as a combination with a smaller, less complex organization.
We do not have a specified maximum redemption threshold.
The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which
a substantial majority of our shareholders do not agree.
Our amended and restated memorandum and articles of association
will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount
that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny
stock” rules). As a result, we may be able to complete our initial business combination even though a substantial majority
of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval
of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant
to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors,
advisors or 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 exceeds the aggregate amount of cash available to us, we will not complete the business combination
or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead
may search for an alternate business combination.
In order to effectuate an initial business combination,
blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including
their warrant agreements. We may seek to amend our amended and restated memorandum and articles of association or governing instruments
in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
In order to effectuate a business combination, blank check companies
have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements.
For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended
the time to consummate a business combination and, with respect to their warrants, amended their warrant agreements to require
the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association
will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders
of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant
agreement will require a vote of holders of at least 50% of the public warrants. In addition, our amended and restated memorandum
and articles of association will require us to provide our public shareholders with the opportunity to redeem their public shares
for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) that would modify the
substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within 24 months from the Initial Public Offering, or 27 months from the Initial Public Offering if we have executed
a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the
Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through
this registration statement, we would register, or seek an exemption from registration for, the affected securities.
The provisions of our amended and restated memorandum
and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement
governing the release of funds from our trust account) may be amended by way of a special resolution which requires the approval
of the holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, which is
a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended
and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of
our shareholders may not support.
Some other blank check companies have a provision in their charter
which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination
activity, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these
provisions typically requires approval by between 90% and 100% of the company’s shareholders. Our amended and restated memorandum
and articles of association provides that any of its provisions related to pre-business combination activity (including the requirement
to deposit proceeds of the Initial Public Offering and the sale of the private placement shares 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 by holders of at least two-thirds of our ordinary shares who attend and
vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from
our trust account may be amended if approved by holders of at least 65% of our ordinary shares; provided that the provisions of
our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our
initial business combination may only be amended by a special resolution passed by holders representing at least two-thirds of
our issued and outstanding Class B ordinary shares. Our initial shareholders, and their permitted transferees, if any, who will
collectively beneficially own, on an as-converted basis, 10% of our Class A ordinary shares upon the closing of the Initial Public
Offering, including the Class A ordinary shares issuable upon conversion of the founder shares (excluding the private placement
shares and the Class A ordinary share issuable upon conversion of class L ordinary shares), will participate in any vote to amend
our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in
any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles
of association which govern our pre-business combination behavior more easily than some other blank check companies, and this may
increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against
us for any breach of our amended and restated memorandum and articles of association.
Our sponsor, executive officers and directors
have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum
and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary
shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public
shares if we do not complete our initial business combination within 24 months from the closing of the Initial Public Offering,
or 27 months from the closing of the Initial Public Offering if we have executed a letter of intent, agreement in principle or
definitive agreement for an initial business combination within 24 months from the Initial Public Offering, or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares, in each case unless we provide our public
shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held
in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding
public shares. Our shareholders are not parties to, or third-party beneficiaries of, this agreement and, as a result, will not
have the ability to pursue remedies against our sponsor, executive officers and directors for any breach of this
agreement. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject
to applicable law.
Certain agreements related to our Initial Public Offering
may be amended without shareholder approval.
Certain agreements, including the letter agreement among us
and our founders, officers and directors, the registration rights agreement among us and our initial shareholders, and the forward
purchase agreement, may be amended without shareholder approval. These agreements contain various provisions that our public shareholders
might deem to be material. While we do not expect our board of directors to approve any amendment to any of these agreements prior
to our initial business combination, it may be possible that our board of directors, in exercising its business judgment and subject
to its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with the consummation of
our initial business combination. Any such amendments would not require approval from our shareholders, may result in the completion
of our initial business combination that may not otherwise have been possible, and may have an adverse effect on the value of an
investment in our securities.
We may be unable to obtain additional financing to complete
our initial business combination or to fund the operations and growth of a partner 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 receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account
and our warrants will expire worthless.
Although we believe that the net proceeds of the Initial Public
Offering, the sale of the private placement shares and the forward purchase securities will be sufficient to allow us to complete
our initial business combination, because we have not yet selected any prospective partner business we cannot ascertain the capital
requirements for any particular transaction. If the net proceeds of the Initial Public Offering, the sale of the private placement
shares and the 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 partner business, the obligation to redeem for cash a significant number
of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated
transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing
or to abandon the proposed business combination. Such financing may not be available on acceptable terms, if at all. The current
economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional financing
proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure
the transaction or abandon that particular business combination and seek an alternative partner business candidate. If we do not
complete our initial business combination within the required time period, our public shareholders may receive only approximately
$10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire
worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require
such financing to fund the operations or growth of the partner business. The failure to secure additional financing could have
a material adverse effect on the continued development or growth of the partner business. Other than in connection with the forward
purchase agreement, 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.
As of the Initial Public Offering, our initial shareholders
will own, on an as-converted basis, 10% of our issued and outstanding ordinary shares, including the Class A ordinary shares issuable
upon conversion of the founder shares, but such founders shares will represent 20% of the voting power of our issued and outstanding
ordinary shares immediately following the completion of the Initial Public Offering, excluding the private placement 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 purchased
any units in the Initial Public Offering or if our initial shareholders purchase any additional Class A ordinary shares in the
aftermarket or in privately negotiated transactions, this would increase their control. Neither our sponsor nor, to our knowledge,
any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this
Annual Report on Form 10-K . Factors that would be considered in making such additional purchases would include consideration of
the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were elected by our
sponsor, is and will be divided into three classes, each of which will generally serve for a term of three years with only one
class of directors being elected in each year. We may not hold an annual general meeting to appoint new directors prior to the
completion of our initial business combination, in which case all of the current directors will continue in office until at least
the completion of the business combination. If there is an annual general 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 sponsor, because of its ownership
position, will control the outcome, as only holders of our Class B ordinary shares will have the right to vote on the election
of directors and to remove directors prior to our initial business combination. Accordingly, our sponsor will continue to exert
control at least until the completion of our initial business combination. In addition, we have agreed not to enter into a definitive
agreement regarding an initial business combination without the prior consent of our sponsor. The forward purchase securities will
not be issued until the completion of our initial business combination and, accordingly, will not be included in any stockholder
vote until such time.
Our sponsor contributed $25,000 in exchange for 25,000
ordinary shares and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary
shares. On September 2, 2020, the Company filed an amended and restated memorandum and articles of association. Pursuant to the
amendment, the then-outstanding 25,000 ordinary shares were subdivided into 4,472,222 Class B ordinary shares and 12,777,778 Class L ordinary
shares. The founder price per share of $0.0014 was calculated giving effect to such subdivision.
The difference between the public offering price per share (allocating
all of the unit purchase price to the Class A ordinary share and none to the warrant included in the unit) and the pro forma net
tangible book value per Class A ordinary share after the Initial Public Offering constitutes dilution to you and the other investors.
Our sponsor acquired the founder shares at a nominal price, significantly contributing to this dilution. As of the Initial Public
Offering, and assuming no value is ascribed to the warrants included in the units, you and the other public shareholders incurred
an immediate and substantial dilution of approximately 97.5% (or $9.75 per share), the difference between the pro forma net tangible
book value per share of $0.25 and the initial offering price of $10.00 per unit. This dilution would become exacerbated to the
extent that public shareholders seek redemptions from the trust for their public shares.
We may amend the terms of the warrants in a manner that
may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants.
As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our
Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
Our warrants have been issued in registered form under a warrant
agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision
or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants
and the warrant agreement set forth in this Annual Report on Form 10-K , 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.
A provision of our warrant agreement may make it more
difficult for us to consummate an initial business combination.
Unlike most blank check companies, if (x) we issue additional
Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of our initial
business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue
price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to
our initial shareholders or their affiliates, without taking into account any founder shares, Class L ordinary shares or forward
purchase securities held by our initial shareholders or such affiliates, as applicable, prior to such issuance including any transfer
or reissuance of such shares), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity
proceeds, and interest thereon, available for the funding of our initial business combination, and (z) the volume weighted average
trading price of our Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which
we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise
price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $18.00 per share
redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the Market Value. This may
make it more difficult for us to consummate an initial business combination with a partner business.
Our warrant agreement designates the courts of the State
of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain
types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders
to obtain a favorable judicial forum for disputes with our company.
Our warrant agreement provides that, subject to applicable law,
(i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under
the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive
forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum.
Notwithstanding the foregoing, these provisions of the warrant
agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which
the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or
otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions
in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of the warrant
agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern
District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to
have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection
with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having
service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel
in the foreign action as agent for such warrant holder.
This choice-of-forum provision may limit a warrant holder’s
ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits.
Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one
or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters
in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations
and result in a diversion of the time and resources of our founding team and board of directors.
We may redeem your unexpired warrants prior to their exercise
at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem outstanding warrants at any time
after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing
price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading
day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the warrants
become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities
for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders
are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants
and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current
market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time
the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.
In addition, we may redeem your warrants at any time after they become exercisable and prior to their expiration at a price of
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able
to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date
and the fair market value of our Class A ordinary shares. Please see Exhibit 4.5 to this Annual Report on Form 10-K “Description
of Registrant’s Securities—Warrants—Public Shareholders’ Warrants—Redemption of warrants for cash
when the price per Class A ordinary share equals or exceeds $10.00.” The value received upon exercise of the warrants
(1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying
share price is higher and (2) may not compensate the holders for the value of the warrants because the number of ordinary shares
received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the
warrants.
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 public warrants to purchase 8,050,000 Class A ordinary
shares as part of the units sold in our Initial Public Offering and, simultaneously with the Initial Public Offering, we issued
in a private placement 1,005,000 Class A ordinary shares, at a price of $10.00 per share for an aggregate purchase price of $10,050,000.
In addition, if the sponsor makes any working capital loans, it may convert up to $1,500,000 of such loans into private placement
shares, at the price of $10.00 per private placement share. See Exhibit 4.5 to this Annual Report on Form 10-K “Description
of Registrant’s Securities—Warrants—Public Shareholders’ Warrants—Redemption of warrants for cash
when the price per Class A ordinary share equals or exceeds $10.00.” To the extent we issue ordinary shares to effectuate
a business transaction, including the forward purchase securities, 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 partner 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 and private placement securities
may make it more difficult to effectuate a business transaction or increase the cost of acquiring the partner business.
Because each unit contains one-fifth of one warrant and
only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.
Each unit contains one-fifth of one warrant. Pursuant to the
warrant agreement, no fractional warrants were issued upon separation of the units, and only whole units will trade. If, upon exercise
of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to
the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other
offerings similar to ours whose units include one ordinary share and one warrant to purchase one whole share. We have established
the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination
since the warrants will be exercisable in the aggregate for one-fifth 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 partner businesses. Nevertheless,
this unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.
The determination of the offering price of our units and
the size of an offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular
industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units
than you would have in a typical offering of an operating company.
Prior to the Initial Public Offering there has been no public
market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between
us and the underwriters. In determining the size of the Initial Public Offering, our founding team held customary organizational
meetings with the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally,
and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size
of the Initial Public Offering, prices and terms of the units, including the Class A ordinary shares and warrants underlying the
units, include:
• the history and prospects of companies whose
principal business is the acquisition of other companies;
• prior offerings of those companies;
• our prospects for acquiring an operating business at attractive values;
• a review of debt-to-equity ratios in leveraged transactions;
• our capital structure;
• an assessment of our founding team and their experience in identifying operating companies;
• general conditions of the securities markets at the time of the Initial Public Offering; and
• other factors as were deemed relevant.
Although these factors were considered, the determination of
our offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since we have
no historical operations or financial results.
Because we must furnish our shareholders with partner
business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with
some prospective partner businesses.
The federal proxy rules require that a proxy statement with
respect to a vote on our proposed business combination include historical and/or pro forma financial statement disclosure. We will
include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required
under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to,
accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards
as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial
statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United
States), or PCAOB. These financial statement requirements may limit the pool of potential partner businesses we may acquire because
some partners 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 24 months from the Initial Public Offering, or 27 months from the closing
of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial
business combination within 24 months from the Initial Public Offering.
We are an emerging growth company and a smaller reporting
company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available
to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive
to investors and may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within the meaning
of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not “emerging growth companies” including, but not limited to,
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging
growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market
value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case
we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find
our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive
as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be,
there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts emerging
growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that
a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, we,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of our financial statements with another public company which is neither an emerging growth company nor
an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Additionally, we are a “smaller reporting company”
as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company
until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates 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. To the extent we take advantage
of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult
or impossible.
Compliance obligations under the Sarbanes-Oxley Act may
make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and
increase the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act requires that we evaluate
and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2021.
Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth
company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal
control over financial reporting. 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 partner business with which we seek to complete
our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its
internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act
may increase the time and costs necessary to complete any such acquisition.
Because we are incorporated under the laws of the Cayman
Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal
courts may be limited.
We are an exempted company incorporated under the laws of the
Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors
or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs and the rights of shareholders will be
governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented
or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws
of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the
fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of
the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the
Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding
on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman
Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States.
In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states,
such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands
companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States. For a more
detailed discussion of the principal differences between the provisions of the Companies Act applicable to us and, for example,
the laws applicable to companies incorporated in the United States and their shareholders, see Exhibit 4.5 to this Annual Report
on Form 10-K “Description of Registrant’s Securities—Certain Differences in Corporate Law.”
Shareholders of Cayman Islands exempted companies like the company
have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of
these companies. Our directors have discretion under our amended and restated memorandum and articles of association to determine
whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make
them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts
necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
We have been advised by Campbells, 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, our public shareholders may
have more difficulty in protecting their interests in the face of actions taken by our founding team, members of the board of directors
or controlling shareholders than they would as public shareholders of a United States company.
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 our founding team.
Our amended and restated memorandum and articles of association
contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests.
These provisions include a staggered board of directors, the ability of the board of directors to designate the terms of and issue
new series of preference shares, and the fact that prior to the completion of our initial business combination only holders of
our Class B ordinary shares, which have been issued to our sponsor, are entitled to vote on the appointment of directors, which
may make more difficult the removal of our founding team 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 pursue a partner 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 company with operations or opportunities outside
of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations,
including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence
in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the
purchase price based on fluctuations in foreign exchange rates.
If we effect our initial business combination with such a company,
we would be subject to any special considerations or risks associated with companies operating in an international setting, including
any of the following:
• costs and difficulties inherent in managing cross-border
business operations;
• rules and regulations regarding currency redemption;
• complex corporate withholding taxes on individuals;
• laws governing the manner in which future business combinations
may be effected;
• exchange listing and/or delisting requirements;
• tariffs and trade barriers;
• regulations related to customs and import/export matters;
• local or regional economic policies and market conditions;
• unexpected changes in regulatory requirements;
• longer payment cycles;
• tax issues, such as tax law changes and variations in
tax laws as compared to United States tax laws;
• currency fluctuations and exchange controls;
• rates of inflation;
• challenges in collecting accounts receivable;
• cultural and language differences;
• employment regulations;
• underdeveloped or unpredictable legal or regulatory systems;
• corruption;
• protection of intellectual property;
• social unrest, crime, strikes, riots and civil disturbances;
• regime changes and political upheaval;
• terrorist attacks, natural disasters and wars; and
• deterioration of political
relations with the United States.
We may not be able to adequately address these additional risks.
If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such combination,
our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.
If our founding team 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 founding team
may resign from their positions as officers or directors of the company and the management of the partner business at the time
of the business combination will remain in place. Management of the partner 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 may be derived from our operations in
such country. Accordingly, our results of operations and prospects would be subject, to a significant extent, to the economic,
political and social conditions and government policies, developments and conditions in the country in which we operate.
The economic, political and social conditions, as well as government
policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically
and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s
economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries.
A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive
partner business with which to consummate our initial business combination and if we effect our initial business combination, the
ability of that partner business to become profitable.
Exchange rate fluctuations and currency policies may cause
a partner business’ ability to succeed in the international markets to be diminished.
In the event we acquire a non-U.S. partner, 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 partner 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 partner 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.
We are subject to changing law and regulations regarding
regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
We are subject to rules and regulations by various governing
bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose
securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new
and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative
expenses and a diversion of management time and attention from seeking a business combination partner.
Moreover, because these laws, regulations and standards are
subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This
evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions
to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes,
we may be subject to penalty and our business may be harmed.