Item 1A. Risk Factors 22
Item 1B. Unresolved Staff Comments 58
Item 2. Properties 58
Item 3. Legal Proceedings 58
Item 4. Mine Safety Disclosures 58
Item 6. Reserved 59
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 65
Item 8. Financial Statements and Supplementary Data 65
Item 9A. Controls and Procedure 65
Item 9B. Other Information 66
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection 66
PART III 67
Item 10. Directors, Executive Officers and Corporate Governance 67
Item 11. Executive Compensation 73
Item 14. Principal Accountant Fees and Services 78
Item 15. Exhibit and Financial Statement Schedules 79
i
Unless otherwise stated in this annual report on Form 10-K, references
to:
➤ “board of directors” or “board” are to the board of directors of the Company;
➤ “combined team” are to our management and sponsor team, collectively;
➤ “directors” are to our current directors;
➤ “Exchange Act” are to the Securities Exchange Act of 1934, as amended;
➤ “FINRA” are to the Financial Industry Regulatory Authority;
➤ “Founder” are to Paul J. Zepf;
➤ “GPAC” is to Global Partner Acquisition Corp.;
➤ “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;
ii
➤ “Nasdaq” are to the Nasdaq Stock Market;
➤ “PCAOB” are to the Public Company Accounting Oversight Board (United States);
➤ “public shares” are to our Class A ordinary shares sold as part of our units;
➤ “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;
➤ “SEC” are to the U.S. Securities and Exchange Commission;
➤ “Securities Act” are to the Securities Act of 1933, as amended;
iii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this annual report on Form 10-K
may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include,
but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:
➤ our ability to select an appropriate target business or businesses;
➤ our ability to complete our initial business combination;
➤ our pool of prospective target businesses;
➤ our public securities’ potential liquidity and trading;
➤ the trust account not being subject to claims of third parties; or
➤ our financial performance.
The forward-looking statements contained in this report are based on
our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that
future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties
(some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors
described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any
of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws.
iv
PART I
Item 1. Business
BUSINESS
Overview
We are a blank check company incorporated in November 2020 as a Cayman
Islands exempted company for the purpose of effecting an initial business combination.
We intend to focus our efforts on seeking and completing an initial
business combination with a company that has an enterprise value of between $1.0 billion and $3.0 billion, although a target entity with
a smaller or larger enterprise value may be considered. While we may pursue an acquisition opportunity in any business industry or sector,
we intend to capitalize on the ability of our combined team to identify, acquire and add value to a business following the initial business
combination. The industry sectors that we have targeted and intend to continue to target, many of which are undergoing technology-driven
transformation, include consumer, food, branded products, e-commerce and retail disruptors and consumerization of healthcare, as well
as certain service sectors and the technology underlying and driving changes across these sectors and related industries. We believe that
the characteristics and capabilities of our combined team make us an attractive partner to potential target businesses, enhance our ability
to complete a successful business combination and bring value to the business post-business combination. We believe these capabilities
were demonstrated in our combined team’s successful sourcing and completion of GPAC’s merger with Purple, as well as our significant
work with Purple since the closing of the merger.
The Company brings together three elements that we believe create a
competitive advantage which differentiates us from other acquisition vehicles in the market, and significantly improve our chances of
completing a successful business combination.
1. Proven executive team, led by our Chairman and CEO Paul J. Zepf;
3. Our less dilutive and more aligned APEX TM SPAC structure.
We believe the combined team possesses an ideal mix of core characteristics
for a special purpose acquisition corporation. This combined team includes what we view to be successful dealmakers or operators, with
experience across multiple deal types, including complicated special situations and as senior operators across a variety of businesses
and industries. This combined team has demonstrable experience and valuable contracts across a wide range of industries and business lines,
which we believe will allow us to source deals that other investors could not. The combined team also has what we believe is a longstanding
track record of value creation, both as investors and for investors, across the gamut of private equity or direct public and private company
investing. Our network and current affiliations across the team will allow us to lean heavily on an existing infrastructure of resources
that will assist in due diligence, underwriting and ultimately structuring an acquisition. We may also leverage our Advisory Group as
needed.
With respect to the foregoing examples, past performance by our management
team or sponsor team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that
we will be able to locate a suitable candidate for our initial business combination. Furthermore, in considering any past performance
information contained herein, you should bear in mind that actual returns depend on, among other factors, future operating results, the
value of the investments and market conditions at the time of disposition, any related transaction costs and the timing and manner of
sale, all of which may differ from the assumptions on which the overall performance of any prior investments are based.
Our Management Team
We have assembled a number of seasoned corporate executives and professional
advisors to serve as our executive officers and directors, alongside Mr. Zepf. Because we are likely to be actively involved in the strategy
and operations of our target companies (although there can be no assurances that we will be), our directors have been chosen for their
extensive sector and executive experience in managing successful companies. In addition to providing us with strategic insights, which
include in-depth knowledge of industry dynamics, competition and operational capabilities, our independent directors will provide access
to their broad networks of operating executives and other resources. For more information about our executive officers and directors,
please see Part III, Item 10 of this report, “Directors, Executive Officers and Corporate Governance.”
1
Our Advisory Group
In addition to our management team and board of directors, we have
assembled an experienced team of strategic partners and individuals (our “Advisory Group”) to assist in the sourcing, evaluation,
due diligence, deal execution, and post-closing strategic involvement with potential business combination partners. Members of the Advisory
Group have also invested in our sponsor. We believe the operational expertise of the Advisory Group is a differentiating element of our
approach, which gives us the opportunity to pursue potential business combination targets in several industry sectors where we have expertise,
and increases our likelihood of finding and completing a suitable business combination. The Advisory Group consists of individuals with
specific experience in a broad range of industry sectors, including technology, retail, consumer goods, industrials and the food &
hospitality sectors because we believe that examining acquisition opportunities across all of these sectors increases the likelihood of
finding an acquisition target that will lead to shareholder value creation. In addition, members of the Advisory Group include professionals
who have been successful chief executive officers, senior executives and board members of public and private companies, and we believe
they will enhance our value proposition to potential business combination partners given their collective expertise, operational and strategic
capabilities and track record in their respective sectors. Members of the Advisory Group also may be managers of pools of capital, and
may be helpful in providing or obtaining financing, if such financing is necessary, in connection with our initial business combination,
although there can be no assurance that they will do so. The Advisory Group has experience in:
➤ Acquiring and integrating companies;
The members of the Advisory Group include the following individuals:
2
Strategic Partner
XRC Labs was formed by our director, Pano Anthos, in 2015 in order
to disrupt the consumer goods and retail industries by investing in 20+ early stage startups per year. XRC’s mission is to foster
companies and products that innovate the face of consumer goods, ecommerce, retail and related sectors in a rapidly changing marketplace.
To support these innovation and startups, XRC has built an ecosystem of nine major corporate and over 200 affiliate partners, ten fund
advisors, 300 industry mentors, and 3 national industry trade organizations.
XRC’s corporate partners represent a leading mix of brands, retailers
and third party providers. CVS Health, MasterCard, Intel, TJX, Accenture, Lowes, Estee Lauder and GS1 US have financially supported XRC
to provide them with access to future innovation, connections through the network, new business models and thought leadership. Regularly,
these partners pilot our new programs or companies and provide access to leading brands and retailers.
XRC’s industry mentors include former CEO’s and executives
of major brands across the ecommerce, tech, payments and retail sectors. This deep bench of successful entrepreneurs and industry specialists
provides us with access to all of the resources that make disruptive companies successful, including branding, growth development, product
development, etc.
We believe that the value-added resources from XRC’s network,
including the corporate sponsors, will provide us with a unique and differentiated ability to source opportunities, will enhance our attractiveness
to potential merger targets, and will provide us with a greater ability to add value to the target company post-merger. XRC and its partners’
technology and “convergence” experience should be applicable across multiple industry sectors, including but not limited to
technology, consumer, retail, food, healthcare and many types of services and production businesses.
Business Strategy
Our strategy is to build on three key pillars: an experienced management
team led by Mr. Zepf; our value-added partners in our sponsor, XRC and our advisory group members; and a next generation, more efficient
and aligned APEX TM SPAC structure.
Our sponsor team’s expertise in consumer, branded products, technology,
food, e-commerce and retail, and healthcare and multiple service industries, many of which are undergoing technology-driven transformation,
positions us well to source, execute and add value to companies in these sectors. Across these sectors, we intend to leverage our experience
with digital “convergence” and disruption, supply chain management and product development, as well as our demonstrated ability
to work with companies to drive profitable growth.
We believe the combined team possesses the core characteristics of
an ideal team for a special purpose acquisition corporation. This combined team is a mix of what we view to be successful dealmakers or
operators, with experience across multiple deal types, including complicated special situations and as senior operators across a variety
of businesses and industries. This combined team has built a meaningful proprietary deal-sourcing network that should allow us to source
deals that other investors could not. Through these endeavors, this combined team has what we believe is a long standing track record
of value creation, both as investors and for investors, across the gamut of public and private company investing. Our network and current
affiliations across the team will allow us to lean heavily on an existing infrastructure of resources that will assist in due diligence,
underwriting and ultimately structuring an acquisition. We also intend to leverage our network of third party advisors as needed.
3
Source: Our sourcing and acquisition selection process will
leverage our sponsor group’s deep, broad and trusted network of industry, private equity sponsor, investment banking and lending
community relationships, as well as their relationships with family-led and founder-led private companies. Our supportive value-added
approach, and ability to work with strategic partners within our network, such as XRC’s corporate sponsors, should make us an attractive
merger partner to many potential merger targets. Furthermore, our team’s success with GPAC will likely further differentiate us
from the other vehicles in the market, the majority of which are raised by sponsors who have no prior experience with SPAC transactions.
We also believe this should provide us with a breadth of business combination opportunities, typically outside of a broad investment banking
auction process. Finally, we believe that our less dilutive and more aligned APEX TM SPAC structure will make us an attractive merger
partner, thereby enhancing our sourcing capabilities.
Execute: We have extensive deal execution experience and capabilities.
In addition to leading the completion of GPAC’s merger with Purple, our CEO, Mr. Zepf, has more than 30 years of experience executing
negotiated private and public company investments, mergers and acquisitions, as well as initial public offerings, including while at Morgan
Stanley, Lazard, Golub Capital and TowerBrook. Mr. Zepf’s execution experience is complemented by directors Mr. Anthos and Mr. DiCamillo,
among others. Mr. Anthos has extensive experience investing in consumer goods and retail companies via his leadership at XRC Labs and
Funds, as well as his role at Eaglepoint as the head of digital transformation. Mr. DiCamillo has been the managing partner of Eaglepoint
Advisors, LLC, a privately held advisor to boards and chief executive officers in matters of strategy, organization and the management
of business transition issues. Collectively, our leadership team will draw upon several decades of execution experience across a broad
range of industries and markets.
Operate and Grow: The experience and capabilities of our combined
team should allow us to drive growth in shareholder value following the business combination. The prior experience of the members of our
combined team includes working with companies and increasing value for all stakeholders at the senior management level, as consultants,
as board members and as constructive minority stake shareholders. Additionally, we intend to seek ways to work with XRC’s corporate
partners to drive growth in the target company post-business combination.
With respect to the foregoing examples, past performance by our management
team or sponsor team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that
we will be able to locate a suitable candidate for our initial business combination. Furthermore, in considering any past performance
information contained herein, you should bear in mind that actual returns depend on, among other factors, future operating results, the
value of the investments and market conditions at the time of disposition, any related transaction costs and the timing and manner of
sale, all of which may differ from the assumptions on which the overall performance of any prior investments are based.
Acquisition Criteria
We target business combination opportunities that align with our strategic
insights, focus, capabilities and network. Consistent with our business strategy, we have identified the following general criteria and
guidelines that we believe are important in evaluating prospective target businesses. While we will use these criteria and guidelines
in evaluating acquisition opportunities, we may decide to enter into our initial business combination with a target business that does
not meet these criteria and guidelines.
We seek to acquire companies exhibiting one or more of the characteristics
below:
4
These criteria are not intended to be exhaustive. We may or may not
consummate our business combination with a company that exhibits all or any of the qualities above. Any evaluation relating to the merits
of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations,
factors and criteria that our sponsors and management team may deem relevant. In the event that we decide to enter into a business combination
with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the
above criteria in our shareholder communications related to our initial business combination, which, as discussed in this report, would
be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC. Although we are focused
on identifying business combination candidates in sectors including the consumer, food, branded products, e-commerce and retail disruptors
and consumerization of healthcare, as well as certain service sectors and the technology underlying and driving changes across these sectors
and related industries described above, we will consider a business combination candidate outside of these industries if we determine
that such candidate offers an attractive opportunity for our Company.
We are not prohibited from pursuing an initial business combination
with a company that is affiliated with members of our management team or their affiliates. In the event we seek to complete our initial
business combination with a company that is affiliated with our management team or their affiliates, we, or a committee of independent
directors, will obtain an opinion from an independent accounting firm or an independent investment banking firm which is a member of FINRA
that our initial business combination is fair to our Company from a financial point of view.
5
Initial Business Combination
So long as our securities are then listed on Nasdaq, our initial business
combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets
held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account)
at the time of signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of fair
market value test. If our securities are no longer listed on Nasdaq, we will not be obligated to satisfy the 80% of fair market value
test. Our board of directors will make the determination as to the fair market value of our initial business combination. The fair market
value of the target or targets will be determined by our board of directors, based upon one or more standards generally accepted by the
financial community (such as actual and potential sales, earnings, cash flow and/or book value.) Even though our board of directors will
rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application
of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment
of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer
documents we use in connection with any proposed initial business combination will provide public shareholders with our analysis of our
satisfaction of the 80% of fair market value test, as well as the basis for our determinations. If our board is not able to determine
the fair market value of the target business independently, we will obtain an opinion from an independent investment banking firm or an
independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board
will be unable to make an independent determination of the fair market value of a target business, it may be unable to do so if: (1) our
board is less familiar or inexperienced with the target company’s business, (2) there is a significant amount of uncertainty
as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations
or growth, or (3) if the anticipated transaction involves a complex financial analysis or other specialized skills, and our board determines
that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that
the fair market value of the target business meets the 80% of fair market value test, unless such opinion includes material information
regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would
be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and
file with the SEC in connection with a proposed transaction will include such opinion.
We anticipate structuring our initial business combination so that
the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or
assets of the target business. We may, however, structure our initial business combination such that the post-business combination company
owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management
team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target
sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target,
our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company,
depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which
we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of
a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial
number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding
shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses
are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is
what will be valued for purposes of the 80% of fair market value test. If the business combination involves more than one target business,
the 80% of fair market value test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not
to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. If our securities
are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of fair market value test.
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. Although our management team will endeavor to evaluate the risks inherent in a particular target business,
we cannot assure you that we will properly ascertain or assess all significant risk factors.
The time required to select and evaluate a target business and to structure
and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree
of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial
business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete
another business combination
6
Acquisition Process
In evaluating a potential target business, we expect to conduct a due
diligence review to seek to determine a company’s quality and its intrinsic value. That due diligence review may include, among
other things, financial statement analysis, detailed document reviews, multiple meetings with management (which may be virtual or in person),
consultations with relevant industry experts, competitors, customers and suppliers, as well as a review of additional information that
we will seek to obtain as part of our analysis of a target company.
We are not prohibited from pursuing an initial business combination
with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination
with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an
opinion from an independent investment banking firm or an independent accounting firm that our initial business combination is fair to
our Company from a financial point of view.
Members of our management team, including our officers and directors,
directly or indirectly own our securities and, accordingly, may have a conflict of interest in determining whether a particular target
company is an appropriate business with which to effectuate our initial business combination. Each of our officers and directors, as well
as management team, may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation
of any such officers, directors and management team members was included by a target business as a condition to any agreement with respect
to such business combination.
Each of our directors and officers presently has, and any of them in
the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or
will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business
combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or
she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however,
that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial
business combination.
Our amended and restated memorandum and articles of association provides
that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered
to such person solely in his or her capacity as a director or officer of our Company, and such opportunity is one we are legally and contractually
permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer
that opportunity to us without violating another legal obligation.
Our Founder, sponsor, officers and directors may sponsor, form or participate
in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies
may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment
mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete
our initial business combination. In addition, our Founder, sponsor, 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.
Our distributable redeemable warrants provide our public shareholders
with an incentive not to redeem their Class A ordinary shares in connection with our initial business combination. Public shareholders
who choose to redeem their shares will lose the right to receive distributable redeemable warrants. Public shareholders who choose not
to redeem their shares will receive one-sixth of a distributable redeemable warrant per public share they hold (up to a total of 5,000,000
distributable redeemable warrants assuming that no public shareholders redeem their Class A ordinary shares). We believe this structure
may lead to a lower level of redemptions.
Status as a Public Company
We believe our structure make us an attractive business combination
partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public
offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target
business may, for example, exchange their shares of stock, shares or other equity interests in the target business for our Class A ordinary
shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration
to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method
to becoming a public company than the typical initial public offering. The typical initial public offering process often takes a significantly
longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public
offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business
combination with us.
7
Furthermore, once a proposed business combination is completed, the
target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability
to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative
valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of
providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions.
Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and
aid in attracting talented employees.
While we believe that our structure and our management team’s
backgrounds make us an attractive business partner, some potential target businesses may view our status as a blank check company, such
as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.
We are an “emerging growth company,” as defined in Section
2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but
not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements
of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved, If some investors find our securities less attractive as a result, there may be a less active trading market for our securities
and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging
growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying
with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting
standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended
transition period.
We will remain an emerging growth company until the earlier of (1)
the last day of the fiscal year (a) following January 14, 2026 (b) in which we have total annual gross revenue of at least $1.07
billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that
are held by non-affiliates equals or exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued
more than $1.0 billion in non-convertible debt securities during the prior three-year period.
Financial Position
With funds available for a business combination initially in the amount
of approximately $289,500,000 after payment of $10,500,000 of deferred underwriting commissions, we offer a target business a variety
of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations
or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using
our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination
that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken
any steps to secure third-party financing and there can be no assurance it will be available to us.
Effecting Our Initial Business Combination
General
We are not presently engaged in, and we will not engage in, any operations
for an indefinite period of time. We intend to effectuate our initial business combination using cash from the proceeds of our IPO and
the sale of the private placement warrants, our equity, debt or a combination of these as the consideration to be paid in our initial
business combination. We may seek to complete our initial business combination with a company or business that may be financially unstable
or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
8
If our initial business combination is paid for using equity or debt,
or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business
combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust
account for general corporate purposes, including for maintenance or expansion of operations of the post-business combination company,
the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase
of other companies or for working capital.
There is no current basis for investors in us to evaluate the possible
merits or risks of the target business with which we may ultimately complete our initial business combination. Although our management
will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will
result in our identifying all risks that a target business may encounter.
Furthermore, some of those risks may be outside of our control, meaning
that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.
Sources of Target Businesses
Target business candidates are brought to our attention from various
unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting
firms and large business enterprises. Target businesses may be brought to our attention by such unaffiliated sources as a result of being
solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested
on an unsolicited basis, since some of these sources will have read this report and know what types of businesses we are targeting. Our
officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware
of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade
shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily
be available to us as a result of the business relationships of our officers and directors. Although we do not presently anticipate engaging
the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these
firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined
in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management
determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us
on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s
fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.
In no event, however, will our sponsor or any of our existing officers, or their respective affiliates, be paid by us any finder’s
fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial
business combination (regardless of the type of transaction that it is). However, we may pay any of our existing directors who are not
also officers, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation in connection
with identifying, investigating and completing our initial business combination, to the extent such payment is in compliance with all
laws and is consistent with independent director requirements. Such payment may be paid from the proceeds held in the trust account upon
consummation of an initial business combination. Some of our officers and directors may enter into employment or consulting agreements
with the post-business combination company following our initial business combination. The presence or absence of any such fees or arrangements
will not be used as a criterion in our selection process of an acquisition candidate.
We are not prohibited from pursuing an initial business combination
with a company that is affiliated with our sponsor, Founder, officers or directors. In the event we seek to complete our initial business
combination with a company that is affiliated with our sponsor or any of our Founder, officers or directors, we, or a committee of independent
directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation
opinions that such initial business combination is fair to our Company from a financial point of view. We are not required to obtain such
an opinion in any other context.
Each of our officers and directors presently has, and any of them in
the future may have, additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of our
sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity.
Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to
which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations
to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.
9
Evaluation of a Target Business and Structuring of Our Initial
Business Combination
In evaluating a prospective target business, we expect to conduct a
due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document
reviews, interviews of customers and suppliers, inspection of facilities (subject to any applicable COVID restrictions) and a review of
financial and other information about the target and its industry. We will also utilize our management team’s operational and capital
planning experience. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of
the business combination transaction.
The time required to select and evaluate a target business and to structure
and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree
of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business
with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds
we can use to complete another business combination. We will not pay any consulting fees to members of our management team, or their respective
affiliates, for services rendered to or in connection with our initial business combination. In addition, we have agreed not to enter
into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.
Lack of Business Diversification
For an indefinite period of time after the completion of our initial
business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities
that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we
will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our
initial business combination with only a single entity, our lack of diversification may:
Limited Ability to Evaluate the Target’s Management Team
Although we closely scrutinize the management of a prospective target
business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target
business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications
or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business
cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with
the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors
will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote
their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management
team will have significant experience or knowledge relating to the operations of the particular target business.
We cannot assure you that any of our key personnel will remain in senior
management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with
the combined company will be made at the time of our initial business combination.
Following a business combination, we may seek to recruit additional
managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit
additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent
management.
10
Shareholders May Not Have the Ability to Approve Our Initial
Business Combination
We may conduct redemptions without a shareholder vote pursuant to the
tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we
will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder
approval for business or other reasons.
Under Nasdaq’s listing rules, shareholder approval would typically
be required for our initial business combination if, for example:
The decision as to whether we will seek shareholder approval of a proposed
business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion,
and will be based on business and reasons, which include a variety of factors, including, but not limited to:
➤ the expected cost of holding a shareholder vote;
➤ other time and budget constraints of the Company; and
Permitted Purchases and Other Transactions with Respect to Our
Securities
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor,
directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions
or in the open market either prior to or following the completion of our initial business combination.
Additionally, at any time at or prior to our initial business combination,
subject to applicable securities laws (including with respect to material non-public information), our sponsor, directors, executive officers,
advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares,
vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current
commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.
None of the funds in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such
transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information
not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
In the event that our sponsor, directors, officers, advisors or their
affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption
rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their
prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate
that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private
transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases
that the purchases are subject to such rules, the purchasers will be required to comply with such rules.
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The purpose of any such transaction could be to (i) vote in favor of
the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (ii) reduce
the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection
with our initial business combination or (iii) 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 or public warrants may be reduced and the number of beneficial holders of our securities may be reduced,
which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Our sponsor, officers, directors and/or their affiliates anticipate
that they may identify the shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated
transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in
the case of Class A ordinary shares) following our mailing of tender offer or proxy materials in connection with our initial business
combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they
would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for
a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted
a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related
to our initial business combination. Our sponsor, executive officers, directors, advisors or their affiliates will select which shareholders
to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will
be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities
laws.
Our sponsor, officers, directors and/or their affiliates will be restricted
from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases
would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to
such reporting requirements.
Redemption Rights for Public Shareholders upon Completion of
Our Initial Business Combination
We will provide our public shareholders with the opportunity to redeem
all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation
of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us
to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein.
As of December 31, 2021, the amount in the trust account was approximately $300,075,000, or approximately $10.00 per outstanding Class
A ordinary share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred
underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder
must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business
combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder
has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team
have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder
shares and public shares held by them in connection with (i) the completion of our initial business combination, and (ii) a shareholder
vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or
timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with
our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
24 months from the closing of our IPO or during any longer period approved by our shareholders as an amendment to our amended and restated
memorandum and articles of association (an “Extension Period”) or (B) with respect to any other provision relating to the
rights of holders of our Class A ordinary shares.
12
Distribution of Distributable Redeemable Warrants to Holders
of Class A Ordinary Shares Not Electing Redemption
At the distribution time, we will effect a distribution of a number
of warrants up to the Aggregate Warrant Amount, as follows: (i) to the extent that no public shareholders redeem their public shares in
connection with our initial business combination, each public shareholder will receive one-sixth of one distributable redeemable warrant
per public share held and (ii) to the extent that any public shareholders redeem any of their public shares in connection with our initial
business combination, then (A) one-sixth of one distributable redeemable warrant will be distributed to the holder of each non-redeemed
(or “remaining”) public share and (B) no distributable redeemable warrants will be distributed in respect of any public shares
that were redeemed.
Public shareholders who exercise their redemption rights are not entitled
to receive any distribution of distributable redeemable warrants in respect of such redeemed public shares. If any such redemptions occur,
the distributable redeemable warrants attached to the redeemed public shares will not be redistributed. The contingent right to receive
distributable redeemable warrants will remain attached to our Class A ordinary shares, will not be separately transferrable, assignable
or salable and will not be evidenced by any certificate or instrument.
Our distributable redeemable warrants are otherwise identical to our
detachable redeemable warrants, including with respect to exercise price, exercisability and exercise period. No fractional distributable
redeemable warrants will be issued, no cash will be paid in lieu of fractional distributable redeemable warrants and only whole warrants
will trade. The distributable redeemable warrants will be fungible with our detachable redeemable warrants and will become tradable upon
their distribution under the same stock symbol as the detachable redeemable warrants.
Limitations on Redemptions
Our amended and restated memorandum and articles of association provide
that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either
prior to or upon consummation of an initial business combination (so that we do not then become subject to the SEC’s “penny
stock” rules). However, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners,
(ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy
other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would
be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash
conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not
complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the
holders thereof.
Manner of Conducting Redemptions
We will provide our public shareholders with the opportunity to redeem
all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with
a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek
shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will
be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek
shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer
(which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases
would not typically require shareholder approval while direct mergers with our Company where we do not survive and any transactions where
we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles
of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder
vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions
pursuant to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain a listing for our securities
on Nasdaq, we will be required to comply with Nasdaq rules.
13
If we held a shareholder vote to approve our initial business combination,
we will, pursuant to our amended and restated memorandum and articles of association:
➤ file proxy materials with the SEC.
In the event that we seek shareholder approval of our initial business
combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights
described above upon completion of our initial business combination.
If we seek shareholder approval, we will complete our initial business
combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority
of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case,
our sponsor and each member of our management team have agreed to vote founder shares and public shares of theirs, if any, in favor of
our initial business combination. As a result, in addition to our initial purchaser’s founder shares, we would need 11,250,000,
or 37.5% (assuming all issued and outstanding shares are voted), or 1,875,000, or 6.25% (assuming only the minimum number of shares representing
a quorum are voted), of the 30,000,000 public shares sold in our IPO to be voted in favor of an initial business combination in order
to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether