ITEM 1A. RISK FACTORS
An investment in our securities
involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information
contained in this Report and the prospectus associated with our initial public offering, before making a decision to invest in
our securities. If any of the following events occur, our business, financial condition and operating results may be materially
adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
We have no operating history and no revenues,
and you have no basis on which to evaluate our ability to achieve our business objective.
We were formed on December
18, 2019 under the laws of the Cayman Islands and have no operating results. Because we lack an operating history, you have no
basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with
one or more target businesses. We may be unable to complete our initial business combination. If we fail to complete our initial
business combination, we will never generate any operating revenues.
Our independent registered public accounting
firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going
concern.”
As of December 31, 2020,
we had approximately $1.3 million in cash and a working capital deficiency of approximately $366,000. Further, we have incurred
and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. We cannot assure you that
our plans to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise
substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in the prospectus
do not include any adjustments that might result from our inability to consummate our initial public offering or our inability
to continue as a going concern.
Past performance by our management team,
including investments and transactions in which they have participated and businesses with which they have been associated, may
not be indicative of future performance of an investment in us, and we may be unable to provide positive returns to shareholders.
Information regarding performance
is presented for informational purposes only. Any past experience and performance of our management team is not a guarantee either:
(1) that we will be able to successfully identify a suitable candidate for our initial business combination; or (2) of any results
with respect to any initial business combination we may consummate. You should not rely on the historical record of our management
team’s performance as indicative of the future performance of an investment in us, including whether we can provide an attractive
return to our shareholders, or as indicative of every prior investment by each of our Founders and the members of our management
team. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our
shareholders may experience losses on their investment in our securities.
Our shareholders may not be afforded an opportunity
to vote on our proposed initial business combination, which means we may complete our initial business combination even though
a majority of our shareholders do not support such a combination.
We may choose not to hold a
shareholder vote before we complete our initial business combination if the business combination would not require shareholder
approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target business
where the consideration we were paying in the transaction was all cash, we would not be required to seek shareholder approval
to complete such a transaction. Except for as required by applicable law or stock exchange requirement, the decision as to whether
we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in
a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of
the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly,
we may complete our initial business combination even if holders of a majority of our ordinary shares do not approve of the business
combination we complete.
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Your only opportunity to affect the investment
decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us
for cash.
At the time of your investment
in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination.
Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may
not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, your
only opportunity to affect the investment decision regarding our initial business combination may be limited to exercising your
redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents
mailed to our public shareholders in which we describe our initial business combination.
If we seek shareholder approval of our initial
business combination, our Sponsor and members of our management team have agreed to vote in favor of such initial business combination,
regardless of how our public shareholders vote.
As of the date hereof, our
Sponsor owns, on an as-converted basis, approximately 20% of our outstanding ordinary shares. Our Sponsor and members of
our management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our
amended and restated memorandum and articles of association provides that, if we seek shareholder approval, we will complete our
initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote
thereon, voted at a shareholder meeting vote in favor of the business combination, including the founder shares. As a result,
in addition to our initial shareholders’ founder shares, we would need 11,250,001, or 37.5% (assuming all issued and outstanding
shares are voted), or 1,875,001, 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 initial public offering to be voted in favor of an initial business combination in order
to have our initial business combination approved. Accordingly, if we seek shareholder approval of our initial business combination,
the agreement by our Sponsor and each member of our management team to vote in favor of our initial business combination will
increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.
The ability of our public shareholders to
redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may
make it difficult for us to enter into a business combination with a target.
We may seek to enter into a
business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum
net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able
to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no
event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that
we are not subject to the SEC’s “penny stock” rules). Consequently, if accepting all properly submitted redemption
requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing
condition as described above, we would not proceed with such redemption and the related business combination and may instead search
for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into
a business combination transaction with us.
The ability of our public shareholders to
exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business
combination or optimize our capital structure.
At the time we enter into an
agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and
therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for
redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay
the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash
in the trust account to meet such requirements, or arrange for third-party financing. In addition, if a larger number of
shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater
portion of the cash in the trust account or arrange for additional third-party financing. Raising additional third-party financing
may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations
may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The
amount of the deferred underwriting commissions payable to the underwriter will not be adjusted for any shares that are redeemed
in connection with an initial business combination. The per-share amount we will distribute to shareholders who properly
exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount
held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.
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The ability of our public shareholders to
exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business
combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If our initial business combination
agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum
amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial
business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the
trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at
such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may
suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate
or you are able to sell your shares in the open market.
The requirement that we consummate an initial
business combination within 18 months after the closing of our initial public offering may give potential target businesses leverage
over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business
combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business
combination on terms that would produce value for our shareholders.
Any potential target business
with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial business
combination within 18 months from the closing of our initial public offering. Consequently, such target business may obtain
leverage over us in negotiating a business combination, knowing that if we do not consummate an initial business combination with
that particular target business, we may be unable to complete our initial business combination with any target business. This
risk will increase as we get closer to the time frame described above. In addition, we may have limited time to conduct due diligence
and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.
We may not be able to consummate an initial
business combination within 18 months after the closing of our initial public offering, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate.
We may not be able to find
a suitable target business and consummate an initial business combination within 18 months after the closing of our initial
public offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions,
volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues
to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments,
it could limit our ability to complete our initial business combination, including as a result of increased market volatility,
decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally,
the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. If we have not consummated an initial business
combination within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held
in the trust account and not previously released to us to pay our income taxes, if any, (less up to $100,000 of interest to pay
dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under
Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
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Our amended and restated memorandum
and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business
combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably
possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
If we seek shareholder approval of our initial
business combination, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares
or warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float”
of our Class A ordinary shares.
If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant
to the tender offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase public shares
or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial
business combination, although they are under no obligation to do so. However, other than as expressly stated herein, they have
no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for
any such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions.
In the event that our Sponsor,
directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders
who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior
elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business
combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to 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. The purpose of
any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on
any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases
of our securities may result in the completion of our initial business combination that may not otherwise have been possible.
Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are
subject to such reporting requirements.
In addition, if such purchases
are made, the public “float” of our Class A ordinary shares or public warrants and the number of beneficial holders
of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our
securities on a national securities exchange.
If a shareholder fails to receive notice
of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures
for tendering its shares, such shares may not be redeemed.
We will comply with the proxy
rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite
our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable,
such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer
materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination
will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event
that a shareholder fails to comply with these procedures, its shares may not be redeemed.
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You will not have any rights or interests
in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may
be forced to sell your public shares or warrants, potentially at a loss.
Our public shareholders will
be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business
combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem,
subject to the limitations described herein; (ii) the redemption of any public shares properly tendered in connection with
a shareholder vote to amend our amended and restated memorandum and articles of association that would affect 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 consummate an initial business combination
within 18 months from the closing of our initial public offering; and (iii) the redemption of our public shares if we have
not consummated an initial business within 18 months from the closing of our initial public offering, subject to applicable
law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder
vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent
completion of an initial business combination or liquidation if we are unable to complete an initial business combination within
18 months from the closing of our initial public offering, with respect to such Class A ordinary shares so redeemed. In no
other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants
will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your
investment, you may be forced to sell your public shares or warrants, potentially at a loss.
NYSE may delist our securities from trading
on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional
trading restrictions.
Our units, Class A ordinary
shares and warrants are currently listed on the NYSE. Although we expect to continue to meet the minimum initial listing standards
set forth in the NYSE listing standards, our securities may not be, or may not continue to be, listed on the NYSE in the future
or prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business
combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market
capitalization (generally $50,000,000) and a minimum number of holders of our securities (generally 400 public holders).
Additionally, our units will
not be traded after completion of our initial business combination and, in connection with our initial business combination, we
will be required to demonstrate compliance with the NYSE initial listing requirements, which are more rigorous than the NYSE continued
listing requirements, in order to continue to maintain the listing of our securities on the NYSE.
For instance, in order for
our shares to be listed upon the consummation of our business combination, at such time our share price would generally be required
to be at least $4.00 per share, our total market capitalization would be required to be at least $200.0 million, the greatest
market value of publicly held shares would be required to be at least $100.0 million and we would be required to have at
least 400 round lot shareholders. We may not be able to meet those listing requirements at that time.
If the NYSE delists our securities
from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our
securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse
consequences, including:
● a limited availability of market quotations for our securities;
● reduced liquidity for our securities;
● a limited amount of news and analyst coverage; and
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The National Securities Markets
Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities,
which are referred to as “covered securities.” Because our units, Class A ordinary shares and warrants are listed
on the NYSE, our units, Class A ordinary shares and warrants qualify as covered securities under the statute. Although the states
are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if
there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale
of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict
the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view
blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities
of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as
covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.
You will not be entitled to protections normally
afforded to investors of many other blank check companies.
Since the net proceeds of our
initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business
combination with a target business that has not been selected, we may be deemed to be a “blank check” company under
the United States securities laws. However, because we have net tangible assets in excess of $5,000,000, we are exempt from rules
promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded
the benefits or protections of those rules. Among other things, this means that since our units were immediately tradable and
we have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover,
if our initial public offering were subject to Rule 419, that rule would have prohibited the release of any interest earned on
funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our
completion of an initial business combination.
If we seek shareholder approval of our initial
business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”
of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such
shares in excess of 15% of our Class A ordinary shares.
If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant
to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder,
together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than
an aggregate of 15% of the shares sold in our initial public offering without our prior consent, which we refer to as the “Excess
Shares.” However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess
Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence
over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if
you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to
the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares
exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially
at a loss.
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Our search for a business combination, and
any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent
coronavirus (COVID-19) outbreak and the status of debt and equity markets.
In December 2019, a novel strain
of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other
parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak
of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020,
U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S.
healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak
as a “pandemic.” A significant outbreak of COVID-19 and other infectious diseases could result in a widespread
health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target
business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable
to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have
meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate
and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination
will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge
concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions
posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate
a business combination, or the operations of a target business with which we ultimately consummate a business combination, may
be materially adversely affected.
In addition, our ability to
consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and
other events.
Because of our limited resources and the
significant competition for business combination opportunities, it may be more difficult for us to complete our initial business
combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro
rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will
expire worthless.
We have encountered and expect
to encounter intense competition from other entities having a business objective similar to ours, including private investors
(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international,
competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and
have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing
services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry
knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.
While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public
offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target
businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others
an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public
shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder
vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial
business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business
combination. If we are unable to complete our initial business combination our public shareholders may receive only their pro
rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will
expire worthless.
If the net proceeds of our initial public
offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate
for 18 months from the closing of our initial public offering, it could limit the amount available to fund our search for a target
business or businesses and complete our initial business combination, and we will depend on loans from our Sponsor or management
team to fund our search and to complete our initial business combination.
We believe that the funds available
to us outside of the trust account, together with funds available from loans from our Sponsor, will be sufficient to allow us
to operate for 18 months from the closing of our initial public offering; however, we cannot assure you that our estimate
is accurate. Of the funds available to us, we expect to use a portion of the funds available to us to pay fees to consultants
to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop”
provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions
with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business
combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the
right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result
of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect
to, a target business.
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If we are required to seek
additional capital, we would need to borrow funds from our Sponsor, management team or other third parties to operate or may be
forced to liquidate. Neither our Sponsor, members of our management team nor any of their affiliates is under any obligation to
advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or
from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible
into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants
would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect
to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing
to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable
to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease
operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per share,
or possibly less, on our redemption of our public shares, and our warrants will expire worthless.
Subsequent to our completion of our initial
business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that
could have a significant negative effect on our financial condition, results of operations and our share price, which could cause
you to lose some or all of your investment.
Even if we conduct due diligence
on a target business with which we combine, we cannot assure you that this diligence will surface all material issues with a particular
target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that
factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be
forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that
could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise
and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges
may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could
contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate
net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business
or by virtue of our obtaining post-combination debt financing. Accordingly, any shareholders who choose to remain shareholders
following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to
have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach
by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring
a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business
combination contained an actionable material misstatement or material omission.
If third parties bring claims against us,
the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders
may be less than $10.00 per share.
Our placing of funds in the
trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors,
service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders,
such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing
claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or
other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage
with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute
an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives
are reasonably available to the company and will only enter into an agreement with such third party that has not executed a waiver
if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.
The underwriter will not execute an agreement with us waiving such claims to the monies held in the trust account.
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Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose
particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,
there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising
out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.
Upon redemption of our public shares, if we have not consummated an initial business combination within 18 months from the
closing of our initial public offering, or upon the exercise of a redemption right in connection with our initial business combination,
we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the
ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less
than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to a letter agreement,
our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent
auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering
into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii)
the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00
per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our
tax obligations, provided that such liability will not apply to any claims by a third party or prospective target
business that executed a waiver of any and all rights to seek access to the trust account (whether or not such waiver is enforceable)
nor will it apply to any claims under our indemnity of the underwriter of our initial public offering against certain liabilities,
including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against
a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims.
However, we have not asked
our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient
funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our company.
Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. None of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Our directors may decide not to enforce the
indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the trust account available for
distribution to our public shareholders.
In the event that the proceeds
in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the trust
account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of
the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our Sponsor asserts that
it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent
directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we
currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification
obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary
duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification
obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below
$10.00 per share.
We may not have sufficient funds to satisfy
indemnification claims of our directors and executive officers.
We have agreed to indemnify
our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any
right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust
account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership
of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient
funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers
and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary
duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors,
even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors
pursuant to these indemnification provisions.
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If, after we distribute the proceeds in the
trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against
us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may
be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and
us to claims of punitive damages.
If, after we distribute the
proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result,
a bankruptcy court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors
may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself
and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.
If, before distributing the proceeds in the
trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against
us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and
the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing the
proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law,
and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.
To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our
shareholders in connection with our liquidation may be reduced.
If we are deemed to be an investment company
under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be
restricted, which may make it difficult for us to complete our initial business combination.
If we are deemed to be an investment
company under the Investment Company Act, our activities may be restricted, including:
● restrictions on the nature of our investments; and
In addition, we may have imposed
upon us burdensome requirements, including:
● registration as an investment company;
● adoption of a specific form of corporate structure; and
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In order not to be regulated
as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are
engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include
investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets
(exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete
a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan
to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets
or to be a passive investor.
We do not believe that our
principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only
be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement,
the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments,
and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling
businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company”
within the meaning of the Investment Company Act. An investment in our securities is not intended for persons who are seeking
a return on investments in government securities or investment securities. The trust account is intended as a holding place for
funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of
any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles
of association that would affect 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 consummate an initial business combination within 18 months from the closing of our initial public offering;
or (iii) absent our completing an initial business combination within 18 months from the closing of our initial public offering,
our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If
we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed
to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses
for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete
our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account
that are available for distribution to public shareholders, and our warrants will expire worthless.
Changes in laws or regulations, or a failure
to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our
initial business combination, and results of operations.
We are subject to laws and
regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and
other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming
and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes
could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply
with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including
our ability to negotiate and complete our initial business combination, and results of operations.
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If we have not consummated an initial business
combination within 18 months from the closing of our initial public offering, our public shareholders may be forced to wait beyond
such 18 months before redemption from our trust account.
If we have not
consummated an initial business combination within 18 months from the closing of our initial public offering, the
proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not
previously released to us to pay our income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses),
will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders
from the trust account will be effected automatically by function of our amended and restated memorandum and articles of
association prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such
amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and
distribution must comply with the applicable provisions of the Companies Law. In that case, investors may be forced to wait
beyond 18 months from the closing of our initial public offering before the redemption proceeds of our trust account
become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We
have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our
initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A
ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are
unable to complete our initial business combination. Our amended and restated memorandum and articles of association provides
that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the
foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more
than ten business days thereafter, subject to applicable Cayman Islands law.
Our shareholders may be held liable for claims
by third parties against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into
an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that
immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary
course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore,
our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith,
thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing
the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors
and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account
while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may
be liable to a fine of $18,292.68 and to imprisonment for five years in the Cayman Islands.
We may not hold an annual meeting of shareholders
until after the consummation of our initial business combination.
In accordance with the NYSE
corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first
fiscal year end following our listing on the NYSE. As an exempted company, there is no requirement under the Companies Law for
us to hold annual or general meetings to elect directors. Until we hold an annual meeting of shareholders, public shareholders
may not be afforded the opportunity to elect directors and to discuss company affairs with management. Our board of directors
is divided into three classes with only one class of directors being elected in each year and each class (except for those directors
appointed prior to our first annual meeting of shareholders) serving a three-year term.
Holders of Class A ordinary shares will not
be entitled to vote on any election of directors we hold prior to our initial business combination.
Prior to our initial business
combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public
shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an
initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any
reason. Accordingly, you may not have any say in the management of our company prior to the consummation of an initial business
combination.
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We are not registering the Class A ordinary
shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration
may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its
warrants and causing such warrants to expire worthless.
We are not registering the
Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time.
However, under the terms of the warrant agreement, we have agreed to use our commercially reasonable efforts to file a registration
statement under the Securities Act covering such shares and maintain a current prospectus relating to the Class A ordinary shares
issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement.
We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change
in the information set forth in the registration statement or prospectus relating to our initial public offering, the financial
statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares
issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise
their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be
obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise
is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available.
In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the
warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or
applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified
or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such
warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units
will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance
where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding
exemption does not exist for holders of the warrants included as part of units sold in our initial public offering. In such an
instance, our Sponsor and its transferees (which may include our directors and executive officers) would be able to sell the ordinary
shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the
underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we
are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Our ability to require holders of our warrants
to exercise such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration
statement covering the Class A ordinary shares issuable upon exercise of these warrants will cause holders to receive fewer Class
A ordinary shares upon their exercise of the warrants than they would have received had they been able to pay the exercise price
of their warrants in cash.
If we call the warrants for
redemption, we will have the option, in our sole discretion, to require all holders that wish to exercise warrants to do so on