▸ If third parties bring claims against us or the Surviving Company, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.25 per share.· · ● 1 ▸ Our directors may decide not to enforce the indemnification obligations of the sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to the holders of Class A ordinary shares.· · ● 1 ▸ Our sponsor co-investor has been the subject of securities litigation and negative publicity, including a short-seller report which made allegations of malfeasance which the sponsor co-investor has denied. In addition, the· · ● 1 ▸ The Domestication may result in adverse tax consequences for holders of Class A ordinary shares or Class B ordinary shares (the “Company Shares”) and holders of private placement warrants or public warrants (the “Company Warrants”).· · ● 1 ▸ We may be subject to a new 1% U.S. federal excise tax in connection with any redemptions of Company Shares.· · ● 1 ▸ A new U.S. federal excise tax could be imposed on us in connection with redemptions of our shares.· ● ● 2 ▸ Because each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.· ● ● 2 ▸ Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.· ● ● 2 ▸ Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.· ● ● 2 ▸ 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.· ● ● 2 ▸ Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources and increase the time and costs of completing an acquisition.· ● ● 2 ▸ Holders of Class A ordinary shares will not be entitled to vote on any appointment or removal of directors and to continue our company in a jurisdiction outside the Cayman Islands prior to our initial business combination.· ● ● 2 ▸ 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 $10.25 per public share.· ● ● 2 ▸ If we have not consummated an initial business combination within the completion window, our public shareholders may be forced to wait beyond the completion window before redemption from our trust account.· ● ● 2 ▸ If we seek shareholder approval of our initial business combination, our sponsor and each member of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.· ● ● 2 ▸ Our independent 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.· ● ● 2 ▸ 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.”· ● ● 2 ▸ Our initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.· ● ● 2 ▸ 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.· ● ● 2 ▸ Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.· ● ● 2 ▸ group Risks Relating to Our Management Team· ● ● 2 ▸ group Risks Relating to Our Securities· ● ● 2 ▸ 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.· ● ● 2 ▸ Unlike some other similarly structured blank check companies, our initial shareholders will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.· ● ● 2 ▸ We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.· ● ● 2 ▸ We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.· ● ● 2 ▸ We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.· ● ● 2 ▸ We may not be able to consummate an initial business combination within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.· ● ● 2 ▸ We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.· ● ● 2 ▸ We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.· ● ● 2 ▸ You will not be permitted to exercise your public warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available.· ● ● 2 ▸ Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak and the status of debt and equity markets.· ● · 1 ▸ Our sponsor has the right to extend the term we have to consummate our initial business combination to up to 24 months from the closing of the IPO without providing our shareholders with a corresponding redemption right.· ● · 1 ▸ We may change our place of incorporation to a jurisdiction within the United States which may result in adverse tax consequences for holders of our Class A ordinary shares or warrants.· ● · 1 ▸ We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.· ● · 1 ▸ group A material weakness is a deficiency, or a combination of● · · 1 ▸ After our initial business combination, it is possible that a majority of our● · · 1 ▸ After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our● · · 1 ▸ Although we believe that the net proceeds of the Initial Public Offering and the sale of the private placement warrants will be sufficient to● · · 1 ▸ Although we have identified general criteria and guidelines that we believe are● · · 1 ▸ An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together● · · 1 ▸ An investment in this Company may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities● · · 1 ▸ group At the time of your investment in us, you will not be provided with an● · · 1 ▸ At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their● · · 1 ▸ Because each unit contains one-half of one redeemable warrant and only a whole warrant may be● · · 1 ▸ Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us● · · 1 ▸ Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your● · · 1 ▸ Because we are neither limited to evaluating a target business in a particular industry or sector nor have we selected any specific● · · 1 ▸ Because we must furnish our shareholders with target business financial statements, we● · · 1 ▸ 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● · · 1 ▸ Certain agreements, including the underwriting agreement relating to the Initial Public Offering, the letter agreement among us and our● · · 1 ▸ Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including● · · 1 ▸ Class A ordinary share (if the sponsor extends the completion window to 24 months), and, as a result, public shareholders may be more incentivized to redeem their public shares at the time of our initial business combination.● · · 1 ▸ Class A ordinary shares and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if● · · 1 ▸ Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) at the time of our initial● · · 1 ▸ Class A ordinary shares. In addition, our board of directors, whose members were appointed by our sponsor, is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being● · · 1 ▸ Class B ordinary shares for no consideration, thereby reducing the aggregate number of Class B ordinary shares held by our sponsor to 5,620,000 founder shares. Prior to the initial investment in the company of $25,000 by the sponsor, the● · · 1 ▸ Conflicts of Interest.” Our sponsor, sponsor co-investor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking● · · 1 ▸ Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive● · · 1 ▸ Depending on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the● · · 1 ▸ Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We expect to take steps to remediate the material weakness, but there is no assurance that any remediation efforts will ultimately have the● · · 1 ▸ Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a● · · 1 ▸ Following our initial business combination, our management may resign from their positions as officers or directors of the company and the● · · 1 ▸ Following the completion of the Initial Public Offering and until we consummate our initial business● · · 1 ▸ Holder (as defined in “Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Rules”) of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal● · · 1 ▸ group Holders of Class A ordinary● · · 1 ▸ Holders of our Class A ordinary shares or warrants may be subject to U.S. federal income tax as a result of a Domestication. Additionally, non-U.S. Holders of our Class A ordinary shares may become● · · 1 ▸ If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase● · · 1 ▸ If our management following our initial business combination is unfamiliar with United● · · 1 ▸ If the Class A ordinary shares are at the time of any exercise of a public warrant not listed on a● · · 1 ▸ If the Class A ordinary shares issuable upon exercise of the public warrants are not registered under the Securities Act, under the terms● · · 1 ▸ If the issuance of the Class A ordinary shares upon exercise of the public warrants is not registered, qualified or exempt from● · · 1 ▸ If the net proceeds of the Initial Public Offering and the sale of the private placement warrants not being held in the trust account● · · 1 ▸ If third parties bring claims against us, the proceeds held in the trust account could be reduced and the● · · 1 ▸ If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.● · · 1 ▸ If we are required to seek additional capital, we would need to borrow funds● · · 1 ▸ group If we have not completed our initial business● · · 1 ▸ If we have not consummated an initial business combination within the completion window, our● · · 1 ▸ If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our● · · 1 ▸ group If we pursue a target company with operations or● · · 1 ▸ If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business● · · 1 ▸ If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules● · · 1 ▸ If we seek shareholder approval of our initial business combination, our sponsor,● · · 1 ▸ If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or● · · 1 ▸ If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or● · · 1 ▸ In December 2019, a novel strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout the world,● · · 1 ▸ In accordance with the NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our● · · 1 ▸ group In certain situations, including if we are not the surviving entity in● · · 1 ▸ In light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more● · · 1 ▸ In no event will we be required to net cash settle any public warrant or issue securities (other than upon a cashless exercise as described● · · 1 ▸ group In order not to be regulated as an investment company under the● · · 1 ▸ In order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters● · · 1 ▸ group In order to effectuate an initial business combination, blank check● · · 1 ▸ In recent months, the market for directors and officers liability insurance for● · · 1 ▸ In the event that our sponsor, initial shareholders, directors, executive officers, advisors or● · · 1 ▸ group In the event that the proceeds in the● · · 1 ▸ In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed● · · 1 ▸ In the event we acquire a non-U.S. target, all revenues and income would● · · 1 ▸ group Information regarding performance is presented for informational● · · 1 ▸ 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 have not consummated our initial● · · 1 ▸ 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,● · · 1 ▸ Islands with no operating results, and we did not commence operations until obtaining funding through the Initial Public Offering. Because we have a limited operating history, you have little basis upon which to evaluate our ability to achieve our● · · 1 ▸ It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States,● · · 1 ▸ LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities● · · 1 ▸ Members of our management team and companies with which they are affiliated have been, and in the● · · 1 ▸ group Notwithstanding the foregoing, these provisions of the warrant● · · 1 ▸ Of the net proceeds of the IPO and the sale of the private placement warrants, only approximately $2,450,000 is available to us initially● · · 1 ▸ 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 the COVID-19● · · 1 ▸ Only holders of our founder shares will have the right to vote on the appointment of● · · 1 ▸ Our ability to successfully effect our initial business combination and to be successful thereafter● · · 1 ▸ Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. We● · · 1 ▸ Our corporate affairs will be governed by our amended and restated memorandum and articles of association, the● · · 1 ▸ Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict● · · 1 ▸ Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their● · · 1 ▸ Our independent directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the● · · 1 ▸ Our initial shareholders control a substantial interest in us and thus may exert a substantial● · · 1 ▸ Our initial shareholders will own, on an as-converted basis, 20% of our outstanding ordinary shares.● · · 1 ▸ Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to● · · 1 ▸ group Our key personnel may negotiate employment or● · · 1 ▸ Our management has concluded that our disclosure controls and procedures were not effective● · · 1 ▸ Our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control● · · 1 ▸ Our management’s ability to require holders of our public warrants to exercise such public warrants on a cashless basis will cause● · · 1 ▸ 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● · · 1 ▸ group Our officers and directors presently have, and any of them● · · 1 ▸ Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe● · · 1 ▸ 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● · · 1 ▸ Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of (i) our completion of● · · 1 ▸ group Our shareholders may be held liable for● · · 1 ▸ group Our shareholders may not be afforded an opportunity● · · 1 ▸ Our sponsor co-investor has been the subject of securities litigation and negative publicity,● · · 1 ▸ Our sponsor has the right to extend the term we have to consummate our initial● · · 1 ▸ Our sponsor, our sponsor co-investor and each member 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● · · 1 ▸ Our sponsor, sponsor co-investor, executive officers, directors and director● · · 1 ▸ Our sponsor, sponsor co-investor, officers, directors and special advisor have agreed that we must● · · 1 ▸ Our trust account is expected to contain approximately $10.25 per Class A● · · 1 ▸ Our trust account is expected to contain approximately $10.25 per Class A ordinary share. In the event our sponsor extends the completion● · · 1 ▸ group Our units, Class A ordinary shares and warrants are listed on● · · 1 ▸ group Our warrant agreement provides that, subject to applicable law,● · · 1 ▸ Our warrant agreement will designate the courts of the State of New York or the United● · · 1 ▸ group Our warrants will be issued● · · 1 ▸ Prior to our initial business combination, only holders of our Founder Shares will have the right to vote on the appointment of directors and● · · 1 ▸ Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price● · · 1 ▸ Public Offering, our initial shareholders owned, on an as-converted basis, 20% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a● · · 1 ▸ Pursuant to an agreement entered into on the closing of the Initial Public Offering, our initial shareholders and holders of our● · · 1 ▸ Report on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company,● · · 1 ▸ Resources could be wasted in researching acquisitions that are not completed, which● · · 1 ▸ group Risks Relating to Our Search for, and● · · 1 ▸ Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act● · · 1 ▸ Section 3(a)(9) of the Securities Act or another exemption. In no event will public warrants be exercisable for cash or on a “cashless basis,” and we will not be obligated to issue any Class A ordinary shares to holders seeking● · · 1 ▸ Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual● · · 1 ▸ group Since only holders of our founder shares will have the● · · 1 ▸ Since our initial shareholders will lose their entire investment in us if our initial● · · 1 ▸ Since the net proceeds of the Initial Public Offering and the sale of the private placement warrants are intended to be used to● · · 1 ▸ Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those● · · 1 ▸ States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a● · · 1 ▸ The National Securities Markets Improvement Act of 1996, as amended, which is a federal statute, prevents or preempts● · · 1 ▸ The U.S. federal income tax consequences of a Domestication depend in part upon whether a Domestication qualifies as a● · · 1 ▸ group The ability of our public shareholders to● · · 1 ▸ The ability of our public shareholders to exercise redemption rights with respect to a● · · 1 ▸ group The difference between the public offering price per● · · 1 ▸ group The direct and indirect personal and● · · 1 ▸ The economic, political and social conditions, as well as government policies, of● · · 1 ▸ The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance● · · 1 ▸ The founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon● · · 1 ▸ The grant of registration rights to our initial shareholders and holders of our private placement warrants and working capital● · · 1 ▸ The net proceeds from the Initial Public Offering and the sale of the private placement warrants provided us with $227,700,000● · · 1 ▸ The net proceeds of the Initial Public Offering and certain proceeds from the sale of the private placement warrants, in the amount of● · · 1 ▸ The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a● · · 1 ▸ The provisions of our amended and restated memorandum and articles of association that relate to the rights of holders of our● · · 1 ▸ group The requirement that we consummate● · · 1 ▸ The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at● · · 1 ▸ The role of our key personnel after our initial business combination, however, remains● · · 1 ▸ The securities in which we invest the proceeds held in the trust account could bear a negative rate of interest, which could reduce the● · · 1 ▸ These individuals may be unfamiliar with the requirements of operating a public company which could cause us to have to expend time and resources helping them become familiar with such requirements. This could be expensive and time-consuming and● · · 1 ▸ group This choice-of-forum provision may limit a warrant● · · 1 ▸ To the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we may● · · 1 ▸ To the extent we issue ordinary shares for any reason, including to effectuate a business combination, the potential for the issuance of a● · · 1 ▸ Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent● · · 1 ▸ Unlike most blank check companies, if (i) we issue additional Class A ordinary shares or equity-linked securities for capital● · · 1 ▸ Unlike some other similar blank check companies, we will have only until the end of the● · · 1 ▸ Unlike some other similar blank check companies, we will have only until the end of the completion window to● · · 1 ▸ Unlike some other similar blank check companies, we will have only until the end of the completion window to consummate an initial● · · 1 ▸ group Unlike some other similarly structured● · · 1 ▸ group Upon closing of the Initial● · · 1 ▸ We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,● · · 1 ▸ group We are a blank check company incorporated under the laws of the Cayman● · · 1 ▸ We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to● · · 1 ▸ We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of● · · 1 ▸ group We are an exempted company incorporated under the● · · 1 ▸ We are an “emerging growth company” within the meaning of the Securities Act,● · · 1 ▸ We are not required to obtain an opinion from an independent accounting or investment banking firm and, consequently, you may have no● · · 1 ▸ group We are subject to changing law and regulations regarding regulatory● · · 1 ▸ group We are subject to laws and● · · 1 ▸ We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of● · · 1 ▸ We depend on digital technologies, including information systems, infrastructure and cloud applications and services,● · · 1 ▸ We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this● · · 1 ▸ group We expect to encounter intense● · · 1 ▸ We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed● · · 1 ▸ group We have been advised by Maples and Calder (Cayman)● · · 1 ▸ We have identified a material weakness in our internal control over financial reporting, related● · · 1 ▸ group We have not adopted a policy that expressly prohibits● · · 1 ▸ group We have the ability to redeem● · · 1 ▸ We issued warrants to purchase 11,500,000 of our Class A ordinary shares as part of the● · · 1 ▸ We may amend the terms of the warrants in a manner that may be adverse to holders of● · · 1 ▸ We may attempt to simultaneously complete business combinations with multiple● · · 1 ▸ We may be unable to obtain additional financing to complete our initial business● · · 1 ▸ We may change our place of incorporation to a jurisdiction within the United States● · · 1 ▸ We may choose not to hold a shareholder vote before we complete our initial business combination● · · 1 ▸ We may effectuate our initial business combination with a single-target business or multiple-target businesses simultaneously or within a● · · 1 ▸ group We may engage in a business combination with one or● · · 1 ▸ We may have a limited ability to assess the management of a prospective target● · · 1 ▸ We may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination● · · 1 ▸ We may issue additional Class A ordinary shares or preference shares to complete● · · 1 ▸ We may not be able to consummate an initial business combination within the completion window, in● · · 1 ▸ We may not be able to find a suitable target business and consummate an initial business combination within the completion window. Our ability● · · 1 ▸ We may only be able to complete one business combination with the proceeds of the Initial Public Offering and the sale● · · 1 ▸ We may pursue business combination opportunities in any industry or sector, except that we will not, under our amended and restated memorandum● · · 1 ▸ group We may redeem your unexpired warrants prior● · · 1 ▸ We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may● · · 1 ▸ We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational● · · 1 ▸ We may structure our initial business combination so that the post-business combination company in which our public shareholders own shares● · · 1 ▸ We may, in connection with our initial business combination and subject to● · · 1 ▸ group We will comply with the proxy● · · 1 ▸ We will consider a business combination outside of our management’s area of● · · 1 ▸ We will have until 18 months from the closing of the IPO to consummate our initial business combination. However, if we anticipate that we may● · · 1 ▸ When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the● · · 1 ▸ While we have registered the Class A ordinary shares issuable upon exercise of the● · · 1 ▸ group You will not be permitted to exercise● · · 1 ▸ group You will not have any rights or interests in funds from the● · · 1 ▸ If we call our public warrants for redemption after the redemption criteria described elsewhere in this prospectus have been satisfied, our management will have the option to require any holder that wishes to exercise its● · ● 2 rw ▸ If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of● · ● 2 rw ▸ A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.● ● ● 3 ▸ An investment in this Company may result in uncertain or adverse U.S. federal income tax consequences.● ● ● 3 ▸ 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 the completion window.● ● ● 3 rw ▸ Certain agreements related to the Initial Public Offering may be amended without shareholder approval.● ● ● 3 ▸ Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.● ● ● 3 rw ▸ Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.● ● ● 3 rw ▸ Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.● ● ● 3 rw ▸ 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.● ● ● 3 rw ▸ If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.● ● ● 3 rw ▸ Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.● ● ● 3 rw ▸ Our initial shareholders paid $25,000, or approximately $0.004 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares.● ● ● 3 rw ▸ Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.● ● ● 3 rw ▸ Past performance by our management team or either of their respective affiliates may not be indicative of future performance of an investment in us.● ● ● 3 rw ▸ Risks Associated with Acquiring and Operating a Business in Foreign Countries● ● ● 3 rw ▸ Risks Relating to Our Search for, and Consummation of or Inability to Consummate, an Initial Business Combination● ● ● 3 rw ▸ The 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.● ● ● 3 rw ▸ 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.● ● ● 3 rw ▸ The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.● ● ● 3 rw ▸ We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.● ● ● 3 ▸ We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.● ● ● 3 rw ▸ We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.● ● ● 3 rw ▸ We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.● ● ● 3 ▸ We may not hold an annual general meeting until after the consummation of our initial business combination.● ● ● 3 ▸ We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders.● ● ● 3 rw ▸ We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.● ● ● 3 rw ▸ You will not be entitled to protections normally afforded to investors of many other blank check companies.● ● ● 3 ▸ 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.● ● ● 3 rw 
