ITEM 1A. RISK FACTORS
An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this Annual Report on Form 10-K, the prospectus associated with our Initial
Public Offering and the registration statement of which such prospectus forms a part, before making a decision to invest in our
securities, before making a decision to invest in our units. If any of the following events occur,
our business, financial condition and operating results may be materially adversely affected. In that event, the trading price
of our securities could decline, and you could lose all or part of your investment.
Risks
Relating to Searching for and Consummating a Business Combination
The
requirement that we complete our initial business combination within 12 months from the closing of the Initial Public Offering
(or 18 months from the closing of the Initial Public Offering if we have extended the period of time to consummate an initial business
combination as described herein) may give potential target businesses leverage over us in negotiating our initial business combination
and may limit the amount of time we have to conduct due diligence on potential business combination targets as we approach our
dissolution deadline, which could undermine our ability to consummate our initial business combination on terms that would produce
value for our shareholders.
Any
potential target business with which we enter into negotiations concerning our initial business combination will be aware that
we must consummate our initial business combination within 12 months from the closing of the Initial Public Offering (or up to
18 months from the closing of the Initial Public Offering if we have extended the period of time to consummate an initial business
combination as described herein). Consequently, such target businesses may obtain leverage over us in negotiating our initial business
combination, knowing that if we do not complete our initial business combination with that particular target business, we may be
unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe
described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination
on terms that we would have rejected upon a more comprehensive investigation.
We
may not be able to consummate our initial business combination within the required time period, 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
must complete our initial business combination within 12 months from the closing of the Initial Public Offering (or up to 18 months
from the closing of the Initial Public Offering if we have extended the period of time to consummate an initial business combination
as described herein). We may not be able to find a suitable target business and consummate our initial business combination within
such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions,
volatility in the capital and debt markets and the other risks described herein. If we are unable to consummate our initial business
combination within the required time period, we will, as promptly as reasonably possible but not more than five business days thereafter,
distribute the aggregate amount then on deposit in the trust account (net of taxes payable, and less up to $50,000 of interest
to pay liquidation expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the
purposes of winding up of our affairs, as further described herein. This redemption of public shareholders from the trust account
shall be effected as required by function of our memorandum and articles of association and prior to any voluntary winding up.
Our
public shareholders will not be entitled to vote or redeem their shares in connection with each of our potential three-month extensions.
If
we are not able to consummate our initial business combination within 12 months, we may, by resolution of our board if requested
by our Sponsors, extend the period of time to consummate a business combination up to two times, each by an additional three months,
as long as our Sponsors or their affiliates or designees, prior to the applicable deadline, deposits into the trust account $1,035,000
($0.075 per unit, an aggregate of $2,070,000, $0.075 per unit) on or prior to the date of the applicable deadline, for each three-month
extension. Our public shareholders will not be entitled to vote or redeem their shares in connection with any such extension. As
a result, we may conduct such an extension even though a majority of our public shareholders do not support such an extension and
will not be able to redeem their shares in connection therewith. This feature is different than the traditional special purpose
acquisition company structure, in which any extension of the company’s period to complete a business combination requires
a vote of the company’s shareholders and shareholders have the right to redeem their public shares in connection with such
vote.
Our
Sponsors may decide not to extend the term we have to consummate our initial business combination, in which case we would cease
all operations except for the purpose of winding up and we would redeem our public shares and liquidate, and the warrants will
be worthless.
We
will have until 12 months from the closing of the Initial Public Offering to consummate our initial business combination. However,
if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, by resolution
of our board if requested by our Sponsors, extend the period of time to consummate a business combination up to two times, each
by an additional three months (for a total of up to 18 months to complete a business combination), subject to the Sponsors depositing
additional funds into the trust account. Our shareholders will not be entitled to vote or redeem their shares in connection with
any such extension. However, our shareholders will be entitled to vote and redeem their shares in connection with a shareholder
meeting held to approve an initial business combination or in a tender offer undertaken in connection with an initial business
combination if we propose such a business combination during any three-month extension period. In order for the time available
for us to consummate our initial business combination to be extended, our Sponsors or their affiliates or designees must deposit
into the trust account $1,035,000 ($0.075 per unit), and $2,070,000 or $0.15 per unit, on or prior to the date of the applicable
deadline, for each three month extension. Any such deposits will be in the form of non-interest bearing loans to us. If we complete
our initial business combination, we will, at the option of our Sponsors, repay such loaned amounts or redeem a portion or all
of the total loan amount into warrants at a price of $0.75 per warrant, which warrants will be identical to the private warrants.
If we do not complete a business combination, we will repay such loans only from funds held outside of the trust account. Our Sponsors
and their affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial
business combination. If we are unable to consummate our initial business combination within the applicable time period, we will
liquidate as described herein. In such event, the warrants will be worthless.
If
we are unable to consummate our initial business combination within 12 months of the closing of the Initial Public Offering (or
up to 18 months if the time to consummate an initial business combination has been extended as described above), our public shareholders
may be forced to wait beyond such period of time before redemption from our trust account.
If
we are unable to consummate our initial business combination within 12 months from the closing of the Initial Public Offering (or
up to 18 months if the time to consummate an initial business combination has been extended as described above), we will, as promptly
as reasonably possible but not more than five business days thereafter, distribute the aggregate amount then on deposit in the
trust account (net of taxes payable, and less up to $50,000 of interest to pay liquidation expenses), pro rata to our public shareholders
by way of redemption and cease all operations except for the purposes of winding up of our affairs by way of a voluntary liquidation,
as further described herein. Any redemption of public shareholders from the trust account shall be effected as required by our
memorandum and articles of association prior to our commencing any voluntary liquidation. If we are required toliquidate
prior to distributing the aggregate amount then on deposit in the trust account (net of taxes payable, and less up to $50,000 of
interest to pay liquidation expenses) pro rata to our public shareholders, then 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 12 months (or
up to 18 months if we extend the period of time to consummate an initial business combination as described above) 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. Except as otherwise described herein, we have no obligation to return funds to investors prior to the date of
any redemption required as a result of our failure to consummate our initial business combination within the period described above
or our liquidation, unless we consummate our initial business combination prior thereto and only then in cases where investors
have sought to redeem their ordinary shares. Only upon any such redemption of public shares as we are required to effect or any
liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination.
Our
public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may consummate
our initial business combination even though a majority of our public shareholders do not support such a combination.
If
we do not decide to hold a shareholder vote in conjunction with our initial business combination for business or other legal reasons,
we will conduct redemptions pursuant to the tender offer rules of the SEC and our memorandum and articles of association. Nasdaq
rules currently allow us to engage in a tender offer in lieu of a general meeting, provided that we were not seeking to issue more
than 20% of our issued and outstanding shares to a target business as consideration in any business combination. Furthermore, shareholder
approval would not be required pursuant to the Companies Act if our initial business combination were structured as a purchase
of assets, a purchase of stock, shares or other equity securities of the target not involving a merger with us, or a merger of
the target into a subsidiary of our company, or if we otherwise entered into contractual arrangements with a target to obtain control
of such company. Accordingly, we may consummate our initial business combination even if holders of a majority of our public shares
do not approve of the business combination.
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 one
or more target businesses. Because our board of directors may consummate our initial business combination without seeking shareholder
approval, public shareholders may not have the right or opportunity to vote on the business combination. 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 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 20% of our ordinary shares, you will lose the
ability to redeem all such shares in excess of 20% of our ordinary shares.
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, our memorandum and articles of association provides that a public shareholder,
individually or 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 20% of the shares sold in the Initial Public Offering. Your inability to redeem more
than an aggregate of 20% of the shares sold in the Initial Public Offering will reduce your influence over our ability to consummate
our initial business combination and you could suffer a material loss on your investment in us if you sell such excess shares in
open market transactions. As a result, you will continue to hold that number of shares exceeding 20% and, in order to dispose of
such shares, you would be required to sell your shares in open market transaction, potentially at a loss.
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.
Upon
closing of the Initial Public Offering and the private placement, our initial shareholders own 20% of our issued and outstanding
ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a
manner that you do not support, including amendments to our memorandum and articles of association. If our initial shareholders
purchase any units in the Initial Public Offering or if they purchase any additional ordinary shares in the aftermarket or in privately
negotiated transactions, this would increase their control.
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 our initial business combination with a target.
We
may enter into a 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 may not be able to meet
such closing condition, and as a result, would not be able to proceed with such 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 immediately prior
to or upon the consummation of our initial business combination or any greater net tangible asset or cash requirement which may
be contained in the agreement relating to our initial business combination. Our memorandum and articles of association requires
us to provide all of our public shareholders with an opportunity to redeem all of their shares in connection with the consummation
of any initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net
tangible assets to be less than $5,000,001 immediately prior to or upon the consummation of our initial business combination, 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 would be aware
of these risks and, thus, may be reluctant to enter into our initial 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 consummate the most desirable business combination or optimize our capital structure.
In
connection with the successful consummation of our initial business combination, we may redeem up to that number of ordinary shares
that would permit us to maintain net tangible assets of $5,000,001 immediately prior to or upon the consummation of our initial
business combination. If our initial business combination requires us to use substantially all of our cash to pay the purchase
price, the redemption threshold may be further limited. Alternatively, we may need to arrange third party financing to help fund
our business combination in case a larger percentage of shareholders exercise their redemption rights than we expect. If the acquisition
involves the issuance of our shares as consideration, we may be required to issue a higher percentage of our shares to the target
or its shareholders to make up for the failure to satisfy a minimum cash requirement. Raising additional funds to cover any shortfall
may involve dilutive equity financing or incurring indebtedness at higher than desirable levels. This may limit our ability to
effectuate the most attractive business combination available to us.
The
ability of our public shareholders to exercise their redemption rights may not allow us to effectuate the most desirable business
combination or optimize our capital structure.
If
our initial business combination requires us to use substantially all of our cash to pay the purchase price, because we will not
know how many public shareholders may exercise redemption rights, we may either need to reserve part of the trust account for possible
payment upon such redemption, or we may need to arrange third party financing to help fund our initial business combination. In
the event that the acquisition involves the issuance of our shares as consideration, we may be required to issue a higher percentage
of our shares to make up for a shortfall in funds. Raising additional funds to cover any shortfall may involve dilutive equity
financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive
business combination available to us.
The
requirement that the target business or businesses that we acquire must collectively have a fair market value equal to at least
80% of the balance of the funds in the trust account (less any deferred underwriting commissions and taxes payable on interest
earned) at the time of the execution of a definitive agreement for our initial business combination may limit the type and number
of companies that we may complete such a business combination with.
Pursuant
to the Nasdaq listing rules, the target business or businesses that we acquire must collectively have a fair market value equal
to at least 80% of the balance of the funds in the trust account (less any deferred underwriting commissions and taxes payable
on interest earned) at the time of the execution of a definitive agreement for our initial business combination. This restriction
may limit the type and number of companies that we may complete an initial business combination with. If we are unable to locate
a target business or businesses that satisfy this fair market value test, we may be forced to liquidate and you will only be entitled
to receive your pro rata portion of the funds in the trust account.
We
may be unable to consummate an initial business combination if a target business requires that we have a certain amount of cash
at closing, in which case public shareholders may have to remain shareholders of our company and wait until our redemption of the
public shares to receive a pro rata share of the trust account or attempt to sell their shares in the open market.
A
potential target may make it a closing condition to our initial business combination that we have a certain amount of cash in excess
of the $5,000,001 of net tangible assets we are required to have pursuant to our organizational documents available at the time
of closing. If the number of our public shareholders electing to exercise their redemption rights has the effect of reducing the
amount of money available to us to consummate an initial business combination below such minimum amount required by the target
business and we are not able to locate an alternative source of funding, we will not be able to consummate such initial business
combination and we may not be able to locate another suitable target within the applicable time period, if at all. In that case,
public shareholders may have to remain shareholders of our company and wait the full 18 months (assuming we have extended the period
of time to consummate an initial business combination as described herein) in order to be able to receive a portion of the trust
account, or attempt to sell their shares in the open market prior to such time, in which case they may receive less than they would
have in a liquidation of the trust account.
The
requirement that we maintain a minimum net worth or retain a certain amount of cash could increase the probability that our business
combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If,
pursuant to the terms of our proposed business combination, we are required to maintain a minimum net worth or retain a certain
amount of cash in trust in order to consummate the business combination and regardless of whether we proceed with redemptions under
the tender or proxy rules, the probability that our business combination would be unsuccessful is increased. If our business combination
is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate. 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 our 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.
We
intend to offer each public shareholder the option to vote in favor of the proposed business combination and still seek redemption
of such shareholders’ shares.
In
connection with any general meeting held to approve an initial business combination, we will offer each public shareholder (but
not our initial shareholders, officers or directors) the right to have his, her or its ordinary shares redeemed for cash (subject
to the limitations described elsewhere in Annual Report on Form 10-K, the prospectus associated with our Initial Public Offering
and the registration statement of which such prospectus forms a part) regardless of whether such shareholder votes for or against
such proposed business combination or does not vote at all. We will consummate our initial business combination only if we have
net tangible assets of at least $5,000,001 immediately prior to or upon such consummation and a majority of the issued and outstanding
ordinary shares voted are voted in favor of the business combination. This is different than other similarly structured blank check
companies where shareholders are offered the right to redeem their shares only when they vote for or against a proposed business
combination. This threshold and the ability to seek redemption while voting in favor of a proposed business combination may make
it more likely that we will consummate our initial business combination.
We
will require public shareholders who wish to redeem their ordinary shares in connection with a proposed business combination to
comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior
to the deadline for exercising their rights.
We
will require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their
shares in “street name,” to either tender their certificates to our transfer agent or to deliver their shares to the
transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the
holder’s option, prior to the expiration date set forth in the tender offer documents mailed to such holders, or in the event
we distribute proxy materials, up to two business days prior to the vote on the proposal to approve the business combination. In
order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and our transfer agent will
need to act to facilitate this request. It is our understanding that shareholders should generally allot at least two weeks to
obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the
brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. While we have been advised
that it takes a short time to deliver shares through the DWAC System, this may not be the case. Under our memorandum and articles
of association, we are required to provide at least 10 days advance notice of any general meeting, which would be the minimum amount
of time a shareholder would have to determine whether to exercise redemption rights. Accordingly, if it takes longer than we anticipate
for shareholders to deliver their shares, shareholders who wish to redeem may be unable to meet the deadline for exercising their
redemption rights and thus may be unable to redeem their shares. In the event that a shareholder fails to comply with the various
procedures that must be complied with in order to validly tender or redeem public shares, its shares may not be redeemed.
Additionally,
despite our compliance with the proxy rules or tender offer rules, as applicable, shareholders may not become aware of the opportunity
to redeem their shares.
Redeeming
shareholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not
approved.
We
will require public shareholders who wish to redeem their ordinary shares in connection with any proposed business combination
to comply with the delivery requirements discussed above for redemption. If such proposed business combination is not consummated,
we will promptly return such certificates to the tendering public shareholders. Accordingly, investors who attempted to redeem
their shares in such a circumstance will be unable to sell their securities after the failed acquisition until we have returned
their securities to them. The market price for our ordinary shares may decline during this time and you may not be able to sell
your securities when you wish to, even while other shareholders that did not seek redemption may be able to sell their securities.
Because
of our structure, other companies may have a competitive advantage and we may not be able to consummate an attractive business
combination.
We
expect to encounter intense competition from entities other than blank check companies having a business objective similar to ours,
including private equity groups, venture capital funds, leveraged buyout funds and operating businesses competing for acquisitions.
Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly
or through affiliates. Many ofthese
competitors possess greater technical, human and other resources than we do and our financial resources will be relatively limited
when contrasted with those of many of these competitors. Therefore, our ability to compete in acquiring certain sizable target
businesses may be limited by our available financial resources. This inherent competitive limitation gives others an advantage
in pursuing the acquisition of certain target businesses. Furthermore, seeking shareholder approval of our initial business combination
may delay the consummation of a transaction. Any of the foregoing may place us at a competitive disadvantage in successfully negotiating
our initial business combination.
If
we seek shareholder approval of our business combination, our Sponsors, directors, officers and their affiliates may elect to purchase
shares from shareholders, in which case they may influence a vote in favor of a proposed business combination that you do not support.
If
we seek shareholder approval of our business combination and we do not conduct redemptions in connection with our business combination
pursuant to the tender offer rules, our Sponsors, directors, officers or their affiliates may purchase shares in privately negotiated
transactions or in the open market either prior to or following the consummation of our initial business combination. Such a purchase
would include a contractual acknowledgement that such shareholder, although still the record holder of our shares is no longer
the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsors, directors,
officers 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 such purchases would be to (1) 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 the business combination, where it appears that such requirement would otherwise not be met. This may
result in the consummation of an initial business combination that may not otherwise have been possible.
Purchases
of ordinary shares in the open market or in privately negotiated transactions by our Sponsors, directors, officers or their affiliates
may make it difficult for us to maintain the listing of our ordinary shares on a national securities exchange following the consummation
of an initial business combination.
If
our Sponsors, directors, officers or their affiliates purchase ordinary shares in the open market or in privately negotiated transactions,
the public “float” of our ordinary shares and the number of beneficial holders of our securities would both be reduced,
possibly making it difficult to maintain the listing or trading of our securities on a national securities exchange following consummation
of the business combination.
Because
we are not limited to any particular business or specific geographic location or any specific target businesses with which to pursue
our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’
operations.
We
may pursue acquisition opportunities in any geographic region and in any business industry or sector. Except for the limitations
that a target business have a fair market value of at least 80% of the value of the trust account (less any deferred underwriting
commissions and taxes payable on interest earned) and that we are not permitted to effectuate our initial business combination
with another blank check company or similar company with nominal operations, we will have virtually unrestricted flexibility in
identifying and selecting a prospective acquisition candidate. Because we have not yet identified or approached any specific target
business with respect to our initial business combination, there is no basis to evaluate the possible merits or risks of any particular
target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent
we consummate our initial business combination, we may be affected by numerous risks inherent in the business operations with which
we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales
or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development
stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business,
we 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 theserisks
may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact
a target business. 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 an acquisition target.
We
are not required to obtain an opinion from an independent investment banking firm or another independent entity, and consequently,
an independent source may not confirm that the price we are paying for the business is fair to our company (or shareholders) from
a financial point of view.
Unless
we consummate our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is
fair to our company (or 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. Our board of directors will have significant discretion in choosing the standard used to establish the fair market value
of the target acquisition. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials,
as applicable, related to our initial business combination.
A
provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
If:
(iii) the Market Value is below $9.20 per share,
then
the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued
Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher
of the Market Value and the Newly Issued Price. Potential targets may seek a SPAC that does not have warrants that contain this
provision, which may make it more difficult for us to consummate an initial business combination with a target business.
Our
warrants may have an adverse effect on the market price of our ordinary shares and make it more difficult to effectuate our initial
business combination.
We
issued warrants to purchase 6,900,000 ordinary shares in the units sold in our Initial Public Offering and private warrants to
purchase 6,840,000 ordinary shares in the private placement, in each case, at a price of $11.50 per share. In addition, our initial
shareholders, officers and directors or their affiliates may, but are not obligated to, make certain loans to us, up to $1,500,000
of which may be redeemed upon consummation of our initial business combination into additional private warrants at a price of $0.75
per warrant (which, for example, would result in the holders being issued warrants to purchase an aggregate of 2,000,000 ordinary
shares). To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial
number of additional ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target
business. Any such issuance will increase the number of issued and outstanding ordinary shares and reduce the value of the ordinary
shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business
combination or increase the cost of acquiring the target business.
We
may issue additional ordinary or preferred shares to complete our initial business combination or under an employee incentive plan
upon or after consummation of our initial business combination, which would dilute the interest of our shareholders and likely
present other risks.
Our
memorandum and articles of association authorize the issuance of 200,000,000 ordinary shares and 1,000,000 preferred shares. We
may issue a substantial number of additional ordinary or preferred shares to complete our initial business combination or under
an employee incentive plan upon or after consummation of our initial business combination. Although no such issuance of ordinary
or preferred shares will affect the per share amount available for redemption from the trust account, the issuance of additional
ordinary or preferred shares:
We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete our initial business combination, which
may adversely affect our financial condition and thus negatively impact the value of our shareholders’ investment in us.
Although
we have no commitments as of the date of Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding
debt, we may choose to incur substantial debt to complete initial business combination. Furthermore, we may issue a substantial
number of additional ordinary or preferred shares to complete our initial business combination or under an employee incentive plan
upon or after consummation of our initial business combination. We and our officers and directors 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 any 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:
● our inability to pay dividends on our ordinary shares;
We
may only be able to complete one business combination with the proceeds of the Initial Public Offering, and the sale of the private
warrants, which will cause us to be solely dependent on a single business, which may have a limited number of products or services.
This lack of diversification may negatively impact our operations and profitability.
The
net proceeds from the Initial Public Offering and the sale of the private warrants provided us with approximately $139,380,000
that we may use to complete our initial business combination (including deferred underwriting commissions being held in the trust
account).
We
may effectuate our initial business combination with a single target business or multiple target businesses simultaneously. However,
we may not be able to effectuate our initial business combination with more than one target business because of various factors,
including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements
with the SEC that present operating results and the financial condition of several target businesses as if they had been operated
on a combined basis. By consummating our initial business combination with only a single entity, our lack of diversification may
subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or
benefit from the possible spreading of risks or offsetting of losses, unlike other entities, which may have the resources to complete
several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our
success may be:
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 consummate business combinations with multiple prospective targets, which may hinder our ability
to consummate 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 the initial business combination. With multiple business
combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations
and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation
of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately
address these risks, it could negatively impact our profitability and results of operations.
Resources
could be wasted in researching acquisitions that are not consummated, which could materially adversely affect subsequent attempts
to locate and acquire or merge with another business.
We
anticipate that the investigation of each specific target business and the negotiation, drafting, and execution of relevant agreements,
disclosure documents, and other instruments will require substantial management time and attention and substantial costs for accountants,
attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point
for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target
business, we may fail to consummate 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
tolocate
and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders
may only receive $10.10 per share or potentially less than $10.10 per share on our redemption, and our warrants will expire worthless.
We
may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth
of a target business, which could compel us to restructure or abandon a particular business combination. If we are unable to complete
our initial business combination, our public shareholders may only receive $10.10 per share or potentially less than $10.10 per
share on our redemption, and the warrants will expire worthless.
Although
we believe that the net proceeds of the Initial Public Offering and the sale of the private warrants, together with interest earned
on the trust account proceeds available to us, will be sufficient to allow us to consummate our initial business combination, because
we have not yet identified any prospective target business we cannot ascertain the capital requirements for any particular transaction.
If the net proceeds of the Initial Public Offering and the sale of the private warrants, together with available interest from
the trust account proceeds, prove to be insufficient, either because of the size of our initial business combination, the depletion
of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares
from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions
to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon
the proposed business combination. Financing may not be available on acceptable terms, if at all. To the extent that additional
financing proves to be unavailable when needed to consummate our initial business combination, we would be compelled to either
restructure the transaction or abandon that particular initial business combination and seek an alternative target business candidate.
If we are unable to complete our initial business combination, our public shareholders may only receive $10.10 per share or potentially
less than $10.10 per share on our redemption, and the warrants will expire worthless. In addition, even if we do not need additional
financing to consummate our initial business combination, we may require such financing to fund the operations or growth of the
target business. The failure to secure additional financing could have a material adverse effect on the continued development or
growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection
with or after our initial business combination.
Because
we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
initial business combination with some prospective target businesses.
The
United States federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain
financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include
the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the
tender offer rules. These financial statements must 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 Standard as issued by the International
Accounting Standards Board, or IFRS, and the historical financial statements must be audited in accordance with the standards of
the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool
of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose
such statements in accordance with federal proxy rules and consummate our initial business combination within our 12, up to 18
month time frame.
Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
adversely affected by the coronavirus (COVID-19) pandemic.
The
COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide,
and the business of any potential target business with which we consummate a business combination may have been materially and
adversely affected or may be so affected in the future. Furthermore, we may be unable to complete a business combination if continued
concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s
personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent
to which COVID-19 impacts our search for a business combination will depend on future developments, which arehighly 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 extended 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.
As the number of special purpose acquisition
companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive
targets. This could increase the cost of our initial business combination and could even result in our inability to find a target
or to consummate an initial business combination.
In recent years, the number of special purpose
acquisition companies that have been formed has increased substantially, especially in the last several months. Many potential
targets for special purpose acquisition companies have already entered into an initial business combination, and there are still
many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies
currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more
effort and more resources to identify a suitable target and to consummate an initial business combination.
In addition, because there are more special
purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for
available targets with attractive fundamentals or business models may increase, which could cause targets companies to demand
improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns,
geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets
post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and
consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms
favorable to our investors altogether.
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. 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 will likely 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.
Risks
Relating to the Post-Business Combination Company
We
may seek investment opportunities outside of our management’s area of expertise and our management may not be able to adequately
ascertain or assess all significant risks associated with the target company.
There
is no limitation on the industry or business sector we may consider when contemplating our initial business combination. We may
therefore be presented with a business combination candidate in an industry unfamiliar to our management team, but determine that
such candidate offers an attractive investment opportunity for our company. In the event we elect to pursue an investment outside
of our management’s expertise, our management’s experience may not be directly applicable to the target business or
their evaluation of its operations.
We
may seek investment opportunities with a financially unstable business or in its early stages of development.
To
the extent we effect our initial business combination with a company or business that may be financially unstable or in its early
stages of development or growth, we may be affected by numerous risks inherent in such company or business. These risks include
volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will
endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all
of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may
be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact
a target business.
Although
we identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may
enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the
target business with which we enter into our initial business combination may not have attributes entirely consistent with our
general criteria and guidelines.
Although
we have identified specific criteria and guidelines for evaluating prospective target businesses, it is possible that a target
business with which we enter into our initial business combination will not have all of these positive attributes. If we consummate
our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be
as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce
our initial business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders
may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that
requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is
required by law or the rules of Nasdaq, or we decide to obtain shareholder approval for business or other legal reasons, it may
be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet
our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may
only receive $10.10 per share or potentially less than $10.10 per share on our redemption, and our warrants will expire worthless.
Subsequent
to our consummation of our initial business combination, we may be required to subsequently take write-downs or write-offs, restructuring
and impairment or other charges that could have a significant negative effect on our financial condition, results of operations
and our share price, which could cause you to lose some or all of your investment.
Even
if we conduct thorough due diligence on a target business with which we combine, this diligence may not surface all material issues
that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary
amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result
of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or
other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected
risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even
though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of
this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may
cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a
target business or by virtue of our obtaining post-combination debt financing.
Our
ability to successfully effect our initial business combination and to be successful thereafter will be largely dependent upon
the efforts of our officers, directors and key personnel, some of whom may join us following our initial business combination.
The loss of our officers, directors, or key personnel could negatively impact the operations and profitability of our business.
Our
operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe
that our success depends on the continued service of our officers and directors, at least until we have consummated our initial
business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs
and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying
potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man
insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors
or officers could have a detrimental effect on us. Additionally, we do not intend to have any full time employees prior to the
consummation of our initial business combination.
The
role of such persons in the target business, however, cannot presently be ascertained. Although some of such persons may remain
with the target business in senior management or advisory positions following our initial business combination, it is likely that
some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals
we engage after our initial business combination, our assessment of these individuals may not prove to be correct. These individuals
may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time
and resources helping them become familiar with such requirements.
We
may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business
combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
When
evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess