Item 1A. Risk Factors
An investment in our securities involves
a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained
in this Report on Form 10-K and the prospectus associated with our initial public offering, before making a decision to invest
in our securities. If any of the following events occur, our business, financial condition and operating results may be materially
adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
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 exempted
company under the laws of the Cayman Islands with no operating results. Because we lack an operating history, you have no basis
upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or
more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business
combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination,
we will never generate any operating revenues.
Past performance by our management team or their respective
affiliates, including HealthCor and Catalio, may not be indicative of future performance of an investment in us or in the future
performance of the business we may acquire.
Information regarding performance by, or
businesses associated with, our management team or their respective affiliates, including HealthCor and Catalio, is presented for
informational purposes only. Any past experience of and performance by our management team or their respective affiliates, including
HealthCor and Catalio, 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, HealthCor, Catalio or any of their respective affiliates’
or managed fund’s performance as indicative of the future performance of an investment in us or the returns we will, or are
likely to, generate going forward. Our management team has no experience in operating special purpose acquisition companies. An
investment in us is not an investment in HealthCor or Catalio.
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,
the Nasdaq 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 target business
as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue
more than 20% of our issued and outstanding 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 outstanding ordinary shares do not approve of the business combination we consummate. Please
see the section entitled “Proposed Business — Shareholders May Not Have the Ability to Approve Our
Initial Business Combination” for additional information.
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Your only opportunity to affect the investment decision regarding
a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
At the time of your investment in us, you
will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our board of
directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right
or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, your only opportunity
to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights
within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public
shareholders in which we describe our initial business combination.
If we seek shareholder approval of our initial business combination,
our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of
how our public shareholders vote.
Our sponsor will own, on an as-converted
basis, 20% of our outstanding ordinary shares (excluding the private placement shares) immediately following the completion of
our initial public offering. Our sponsor and members of our management 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
provide that, if we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary
shares, represented in person or by proxy and entitled to vote thereon, voted at a general meeting are voted in favor of the business
combination. As a result, in addition to our initial shareholders’ founder shares and the private placement shares, we would
need 7,455,501, or approximately 36.0% (assuming all issued and outstanding shares are voted), or 833,251 or 4.0% (assuming
only the minimum number of shares representing a quorum are voted), of the 20,700,000 public shares sold in our initial public
offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Accordingly,
if we seek shareholder approval of our initial business combination, the agreement by our sponsor and our management team to vote
in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval
for such initial business combination.
The ability of our public shareholders to redeem their shares
for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for
us to enter into a business combination with a target.
We may seek to enter into a business combination
transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain
amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition
and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public
shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business
combination and payment of deferred underwriting commissions (so that we do not then become subject to the SEC’s “penny
stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our
initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible
assets to be less than $5,000,001 upon consummation of our initial business combination and payment of deferred underwriting commissions
or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and
the related business combination and may instead search for an alternate business combination. Prospective targets will be aware
of these risks and, thus, may be reluctant to enter into a business combination transaction with us.
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The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize
our capital structure.
At the time we enter into an agreement for
our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will
need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If
our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price,
or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account
to meet such requirements, or arrange for third-party financing. In addition, if a 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. Furthermore, this dilution would increase to the extent that the anti-dilution provisions of the
Class B ordinary shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion
of the Class B ordinary shares at the time of our business combination. The above considerations may limit our ability to
complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred
underwriting commissions payable to the underwriter 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 our initial public offering may give potential target businesses leverage over us in
negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination
targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business
combination on terms that would produce value for our shareholders.
Any potential target business with which
we enter into negotiations concerning a business combination will be aware that we must consummate an initial business combination
within 24 months from the closing of our initial public offering. Consequently, such target business may obtain leverage over
us in negotiating a business combination, knowing that if we do not complete our initial business combination within the required
time period with that particular target business, we may be unable to complete our initial business combination with any target
business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct
due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive
investigation.
Our search for a business combination, and any target business
with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19)
outbreak and the status of debt and equity markets.
In December 2019, a novel strain of
coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout the world, including
the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19)
a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary
Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to
COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The
COVID-19 outbreak has resulted, and a 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 target business with which
we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business
combination if continued concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential
investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a
transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future
developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity
of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other
matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations
of a target business with which we ultimately consummate a business combination, may be materially adversely affected. In addition,
our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted
by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party
financing being unavailable on terms acceptable to us or at all.
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We may not be able to consummate an initial business combination
within 24 months after the closing of our initial public offering, in which case we would cease all operations except for
the purpose of winding up and we would redeem our public shares and liquidate.
We may not be able to find a suitable target
business and consummate an initial business combination within 24 months after the closing of our initial public offering.
Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in
the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues to grow both
in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could
limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased
market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the 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 each case to our obligations under Cayman Islands law to provide for claims of creditors and
the requirements of other applicable law. Our amended and restated memorandum and articles of association provide that, if 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. 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, which may influence
a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.
If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender
offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares 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 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 or (2) satisfy a closing
condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing
of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our
securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition,
if such purchases are made, the public “float” of our Class A ordinary shares 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.
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If a shareholder fails to receive notice of our offer to
redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering
its shares, such shares may not be redeemed.
We will comply with the proxy rules or
tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our
compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable,
such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer
materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination
will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event
that a shareholder fails to comply with these procedures, its shares may not be redeemed.
You will not have any rights or interests in funds from the
trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your
public shares, potentially at a loss.
Our public shareholders are entitled
to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business combination,
and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to
the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder
vote to amend our amended and restated memorandum and articles of association (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 our initial public offering or (B) with respect to any other provision relating to the
rights of holders of our Class A ordinary shares or pre-initial business combination activity, and (iii) the redemption
of our public shares if we have not consummated an initial business within 24 months from the closing of our initial public
offering, subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary
shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds
from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated
an initial business combination within 24 months from the closing of our initial public offering, with respect to such Class A
ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust
account. Accordingly, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss.
Nasdaq may delist our securities from trading on its exchange,
which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
Our Class A ordinary shares are currently
listed on the Nasdaq. However, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the
future or prior to the completion of our initial business combination. In order to continue listing our securities on Nasdaq 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 $2,500,000) and a minimum number of holders
of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be
required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s
continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, 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 $5,000,000 and we would be required to have a minimum of 300 round-lot holders (with at least 50% of
such round lot holders holding securities with a market value of at least $2,500). We may not be able to meet those initial listing
requirements at that time.
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If Nasdaq delists our securities from trading
on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could
be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
• a limited availability of market quotations for our securities;
• reduced liquidity for our securities;
• a limited amount of news and analyst coverage; and
The National Securities Markets Improvement
Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which
are referred to as “covered securities.” Because our Class A ordinary shares are listed
on Nasdaq, our Class A ordinary shares 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 Nasdaq, our shares would not qualify as covered
securities under the statute and we would be subject to regulation in each state in which we offer our shares.
You will not be entitled to protections normally afforded
to investors of many other blank check companies.
Since the net proceeds of our initial public
offering and the sale of the private placement shares are intended to be used to complete an initial business combination with
a target business that has not been selected, we may be deemed to be a “blank check” company under the United States
securities laws. However, because we had net tangible assets in excess of $5,000,000 upon the completion of our initial public
offering and the sale of the private placement shares and 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 shares will be immediately tradable and we will have a longer period of time to complete our initial business
combination than do companies subject to Rule 419. Moreover, if our 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 provide that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or
as a “group” (as defined under Section 13 of the Exchange Act), are restricted from seeking
redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to
as the “Excess Shares,” without our prior consent. However, we would not be restricting our shareholders’ ability
to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the
Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a
material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive
redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you
will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your
shares in open market transactions, potentially at a loss.
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Because of our limited resources and the significant competition
for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we 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.
We expect to encounter intense competition
from other entities having a business objective similar to ours, including private investors (which may be individuals or investment
partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses
we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying
and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many
of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial
resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous
target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private
placement shares our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited
by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition
of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares
for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies
will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations
may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial
business combination within the required time period, our public shareholders may receive only approximately $10.00 per public
share, or less in certain circumstances, on the liquidation of our trust account. 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 our 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 closing of our initial public offering, it could limit the amount available to fund our search for a target business
or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to
fund our search and to complete our initial business combination.
Of the net proceeds of our initial public
offering and the sale of the private placement shares, only $1,000,000 will be available to us initially outside the trust account
to fund our working capital requirements. We believe that, upon the closing of our 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 management team or
any of their affiliates will be sufficient to allow us to operate for at least the 24 months following the closing of our
initial public offering; however, our estimate may not be accurate, and our sponsor, members of our management 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 target business. We could
also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent
designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms
more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any
current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target
business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have
sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.
In the event that our offering expenses
exceed our estimate of $1,000,000, we may fund such excess with funds not to be held in the trust account. In such case, unless
funded by the proceeds of loans available from our sponsor, members of our management 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. Conversely, in the event that
the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account
would increase 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 management
team or any of their affiliates or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of
our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such
advances 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 shares of the post-business combination entity at
a price of $10.00 per share at the option of the lender. The shares would be identical to the private placement shares. 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 management 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. 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.
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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 target
business with which we combine, this diligence may not surface all material issues with a particular target business. In addition,
factors outside of the target 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 target business or by virtue of our obtaining post-combination
debt financing. Accordingly, any holders who choose to retain their securities following the business combination could suffer
a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.
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 target businesses and other entities with which we do business
execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account
for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements,
they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement,
breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in
each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account.
If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management
will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has
not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to
us than any alternative.
Examples of possible instances where we
may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise
or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver
or in cases where management is unable to find a service provider willing to execute a waiver. 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 our initial public
offering, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to
provide for payment of claims of creditors that were not waived that may be brought against us within the 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. 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 target business with which we have discussed entering into a transaction agreement, reduce
the amounts in the trust account to below the lesser of (i) $10.00 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 target 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 underwriter
of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event
that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent
of any liability for such third party claims. However, we have not asked our sponsor to reserve for such indemnification obligations,
nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe
that our sponsor’s only assets are securities of our company. 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 target businesses.
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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.
We may not have sufficient funds to satisfy indemnification
claims of our directors and executive officers.
We have agreed to indemnify our officers
and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title,
interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any
reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares).
Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside
of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors
may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These
provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even
though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment
may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant
to these indemnification provisions.
Changes in the market for directors and officers liability
insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
In recent months, the market for directors
and officers liability insurance for special purpose acquisition companies has changed. Fewer insurance companies are offering
quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms
of such policies have generally become less favorable. There can be no assurance that these trends will not continue.
The increased cost and decreased availability
of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business
combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public
company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However,
any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s
ability to attract and retain qualified officers and directors.
In addition, even after
we were to complete an initial business combination, our directors and officers could still be subject to potential liability
from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to
protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect
to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business
combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable
to our investors.
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The securities in which we invest the proceeds held in the
trust account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or
reduce the value of the assets held in trust such that the per share redemption amount received by shareholders may be less than
$10.00 per share.
The net proceeds of our initial public offering
and certain proceeds from the sale of the private placement shares, in the amount of $207,000,000 may only be invested in direct
U.S. Treasury obligations having a maturity of 185 days or less, or in certain money market funds which invest only in direct
U.S. Treasury obligations. While short-term U.S. Treasury obligations currently yield a positive rate of interest, they have briefly
yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years,
and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar
policies in the United States. In the event of very low or negative yields, the amount of interest income (which we may withdraw
to pay income taxes, if any) would be reduced. In the event that we are unable to complete our initial business combination, our
public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income.
If the balance of the trust account is reduced below $207,000,000 as a result of negative interest rates, the amount of funds in
the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.
If, after we distribute the proceeds in the trust account
to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of
our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of
our board of directors and us to claims of punitive damages.
If, after we distribute the proceeds in
the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up
petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable
debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.”
As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition,
our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby
exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing
the claims of creditors.
If, before distributing the proceeds in the trust account
to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders
and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in
the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up
petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy
or winding-up law, and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority
over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the trust account, the per-share
amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If we are deemed to be an investment company under the Investment
Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may
make it difficult for us to complete our initial business combination.
If we are deemed to be an investment company
under the Investment Company Act, our activities may be restricted, including:
• restrictions on the nature of our investments; and
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In addition, we may have imposed upon us
burdensome requirements, including:
• registration as an investment company with the SEC;
• adoption of a specific form of corporate structure; and
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. Our securities are 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 our initial public offering or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination
activity, and (iii) the redemption of our public shares if we have not consummated an initial business within 24 months
from the closing of our 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.
Changes in laws or regulations, or a failure to comply with
any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business
combination, and results of operations.
We are subject to laws and regulations enacted
by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements.
Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and
regulations and their interpretation and application may also change from time to time and those changes could have a material
adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or
regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate
and complete our initial business combination, and results of operations.
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If we do not consummate an initial business combination within
24 months from the closing of our initial public offering, our public shareholders may be forced to wait beyond such 24 months
before redemption from our trust account.
If we do not consummate an initial business
combination within 24 months from the closing of our initial public offering, the proceeds then on deposit in the trust account,
including interest 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 closing of our initial public offering before the redemption
proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds
from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless,
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 provide 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 would be guilty of an offence 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 Nasdaq corporate governance
requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following
our listing on Nasdaq. As an exempted company, there is no requirement under the Companies Act for us to hold annual or general
meetings to elect directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to
elect directors and to discuss company affairs with management. Our board of directors is divided into three classes with only
one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual
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 will have the right to vote on the appointment of directors. Holders of our public
shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to 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.
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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