UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2022
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to
Commission
file number: 001-39875
GLOBAL
PARTNER ACQUISITION CORP II
(Exact
name of registrant as specified in its charter)
Cayman Islands N/A
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (646)585-8975
Securities
registered pursuant to Section 12(b) of the Act:
Class A ordinary shares GPAC The NASDAQ Stock Market LLC
Redeemable warrants GPACW The NASDAQ Stock Market LLC
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If securities
are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. ☐
The aggregate
market value of the units outstanding, other than units held by persons who may be deemed affiliates of the registrant, computed by reference
to the closing price of the units on June 30, 2022, as reported on the Nasdaq Capital Market, was $295,200,000.
As of March 30, 2023, there were 3,931,719 Class A ordinary shares,
$0.0001 par value, and 7,500,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
TABLE
OF CONTENTS
PAGE
PART I 1
Item 1. Business 1
Item 1A. Risk Factors 18
Item 1B. Unresolved Staff Comments 55
Item 2. Properties 55
Item 3. Legal Proceedings 55
Item 4. Mine Safety Disclosures 55
Item 6. Reserved 56
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 62
Item 8. Financial Statements and Supplementary Data 62
Item 9A. Controls and Procedure 62
Item 9B. Other Information 63
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection 63
PART III 64
Item 10. Directors, Executive Officers and Corporate Governance 64
Item 11. Executive Compensation 71
Item 14. Principal Accountant Fees and Services 76
Item 15. Exhibit and Financial Statement Schedules 77
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;
➤ “GPAC” is to Global Partner Acquisition Corp. II;
➤ “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
$500 million 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 the space and wireless technologies industries,
specifically sectors that are in support of data infrastructure, data analytics and big data, 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.
The Company
brings together two 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 Chandra R. Patel;
2. 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.
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.
On January
13, 2023, the Company, entered into an Investment Agreement (the “Investment Agreement”) with the Sponsor, and Endurance
Global Partner II, LLC, a Delaware limited liability company (the “Investor”), pursuant to which the Investor will contribute
to the Sponsor an aggregate amount in cash equal up to $3,000,000 (the “Investment Contribution”), which amount will be loaned
to the Company in accordance with the Promissory Note (as defined below) (the “Investment Loan”), in consideration for which,
the Sponsor shall issue to the Investor interests in certain equity securities of the Company. In connection with the closing of the
transactions contemplated by the Investment Agreement, the Sponsor has transferred control of the Sponsor to affiliates of Antarctica
Capital Partners, LLC, and new officers were appointed to the Company.
Our Management
Team
We have assembled
a number of seasoned executives and advisors to serve as our executive officers and directors, alongside Mr. Patel. 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 officers 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 officers
and 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
Business
Strategy
Our strategy
is to build on three key pillars: an experienced management team led by Mr. Patel; our value-added partners in our sponsor; and a next
generation, more efficient and aligned APEXTM SPAC structure.
Our sponsor
team’s expertise in the space and wireless technologies industries, which are undergoing technology-driven transformation, positions
us well to source, execute and add value to companies in these sectors.
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.
Source:
Our sourcing and acquisition selection process will leverage our sponsor group’s deep, broad and trusted network of industry, private
equity sponsor, and banking 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 should make us an attractive merger partner to many
potential merger targets.
Execute:
We have extensive deal execution experience and capabilities. Our CEO, Mr. Patel, has extensive experience as the managing partner of
Antarctica Capital, an international private equity firm headquartered in New York. Mr. Patel is responsible for Antarctica Capital’s
strategic direction and core relationships and leads the firm’s key expansion initiatives. Mr. Chandra’s execution experience
is complemented by President of the Board, Richard C. Davis, and the Company’s Chief Financial Officer, Jarett Goldman, among others.
Mr. Davis is a highly experienced executive with over 25 years of experience in corporate finance, private equity and the space industry.
Mr. Goldman is an experienced investment professional with 15+ years of global experience in corporate finance, principal investing,
and capital markets. 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 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:
2
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 space and
wireless technologies, 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.
On
January 11, 2023, we held an Extension Meeting to, in part, amend our amended and restated memorandum and articles of association to
extend the date by which we have to consummate a business combination. In connection with that vote, the holders of 26,068,281 Class
A ordinary shares of the Company properly exercised their right to redeem their shares for an aggregate price of approximately $10.167
per share, for an aggregate redemption amount of approximately $265,050,166. After the satisfaction of such redemptions, the balance
in our trust account was approximately $40,425,891.61.
3
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
4
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 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 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.
5
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 $1.235 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. On January 11, 2023,
we held an Extension Meeting to, in part, amend our amended and restated memorandum and articles of association to extend the date by
which we have to consummate a business combination. In connection with that vote, the holders of 26,068,281 Class A ordinary shares of
the Company properly exercised their right to redeem their shares for an aggregate price of approximately $10.167 per share, for an aggregate
redemption amount of approximately $265,050,166. After the satisfaction of such redemptions, the balance in our trust account was approximately
$40,425,891.61. 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.
6
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, 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 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.
7
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.
8
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.
9
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.