Item
1. Business.
Overview
We are a blank check company
incorporated on November 17, 2020 as a Cayman Islands exempted company created with the purpose of effecting an initial business
combination. While we may pursue an initial business combination target in any industry or geographic region, we have focused our search
on gold mining businesses that would benefit from access to public markets and the operational and strategic expertise of our management
team. We seek to leverage this experience and the industry networks our management team has developed to identify, evaluate and consummate
value accretive transactions in this space with the ultimate goal of pursuing attractive returns for our shareholders.
Initial Public Offering
On March 2, 2021, we consummated
our initial public offering of 36,000,000 units. Each unit consists of one Class A ordinary share of the Company, and three-quarters of
one redeemable warrant of the Company, with each warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50
per whole share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $360,000,000.
Simultaneously with the closing
of the initial public offering, we completed the private sale of an aggregate of 10,300,000 warrants to our sponsor at a purchase price
of $1.00 per private placement warrant, generating gross proceeds of $10,300,000.
A total of $360,000,000, comprised
of $352,800,000 of the proceeds from the initial public offering and $7,200,000 of the proceeds of the sale of the private placement warrants
was placed in the trust account maintained by Continental, acting as trustee.
It is the job of our sponsor
and management team to complete our initial business combination. Our management team is led by Christopher Chadwick, our Chief Executive
Officer, and Cooper Morgenthau, our Chief Financial Officer, who have many years of experience in growing and operating companies within
the mining industry. We must complete our initial business combination by March 2, 2023, 24 months from the closing of our initial public
offering. If our initial business combination is not consummated by March 2, 2023, then our existence will terminate, and we will distribute
all amounts in the trust account.
Market Opportunities
We believe that gold can no
longer simply be considered as a short-term hedge but that the fundamentals of the gold market have now inherently changed. We believe
this fundamental shift will be the new status quo for gold going forward. As such, we believe that we are well positioned to take advantage
of what we see as an attractive opportunity to capitalize on the gold market.
| ● | Impact of aggressive monetary and fiscal easing policies
on real yields (nominal yield-inflation expectation). |
During the 2007 and 2008 financial
crisis, the world started experimenting with aggressive monetary policy to combat economic and market downturns. What began as a single
round of Quantitative Easing (“QE”) in the United States eventually grew into four rounds of QE prior to the COVID-19 pandemic.
The United Kingdom and the Eurozone also followed suit by implementing various forms of QE.
When the COVID-19 crisis
hit in 2020, additional monetary stimulus of unprecedented scale had been implemented. By mid-summer 2020, the U.S. Federal Reserve’s
balance sheet had grown by approximately $2 trillion in assets. In addition, aggressive fiscal policy interventions were also implemented
alongside the monetary policy. The CARES Act, a $2.2 trillion economic stimulus bill, was passed by the U.S. Congress in response to the
economic fallout of COVID-19. The spending included one-time cash payments to individual Americans, with most single adults receiving
$1,200, increased unemployment benefits and the creation of the Paycheck Protection Program that provided forgivable loans to small businesses.
We believe that the economic
and market dislocation resulting from this unconventional monetary and fiscal policy has created market conditions that are specifically
favorable for the gold mining industry in the following aspects:
Should central bank asset
purchases push down yields as well as push up inflation, real yields would fall, which has historically had a bullish impact on gold prices.
As gold lacks a yield of its own, the opportunity cost of holding gold increases with an increase in real interest rates and decreases
with a decrease in real interest rates. Yields are therefore negatively related to the price of gold.
Gold is considered a hedge
against inflation. Research undertaken by the World Gold Council (“WGC”) shows that gold has had an average annual return
of 10% over the past 49 years following the end of the Gold Standard and has outpaced the U.S. consumer price index (CPI). Gold also
protects investors against extreme inflation. In years when inflation was higher than 3%, gold’s price increased 15% on average
according to the WGC. Over the long-term, therefore, gold has not just preserved capital but helped it grow.
We believe that the aggressive
and coordinated expansion of monetary and fiscal policy will not stop in the near future, likely leading to an inflationary environment.
| ● | Potential increase in gold price driven by dollar weakness |
We believe, all else equal,
that a larger central bank balance sheet weakens the local currency, which in the case of the U.S. dollar, weakens the U.S. dollar versus
gold. Over the long run, there has been an inverse correlation between U.S. dollar and gold since flexible exchange rates started in the
1970s. Prior to that, most currencies were pegged to gold. This relationship exists because (i) a falling dollar increases the purchasing
power of non-dollar area countries (and a rising dollar reduces it) driving up prices of commodities including gold (or driving them
down in case of a stronger dollar), and (ii) in periods of dollar weakness, investors generally look for an alternative store of
value, driving up gold prices. This includes dollar-based investors concerned about possible inflationary consequences of a weak
dollar. In strong dollar periods, the dollar itself is often seen as an appropriate store of value.
| ● | Potential increase in gold price due to high levels
of debt |
We believe there is a high
probability that record levels of global debt will suppress global growth. According to the Institute of International Finance, global
debt reached $303 trillion at the end of 2021 or 351% of global GDP. These record levels of debt could lead to excessive monetization
of public debt and eventual loss of control of money supply. With a large deficit before borrowing and debt repayment, it could become
increasingly difficult to finance this shortfall and governments might turn to monetization which will increase the focus on sovereign
debt risks. We believe that these potential trends would be positive for gold prices.
Business Strategy
Our management team’s
strategy is to diligently identify attractive investment opportunities in the gold mining market that we believe either individually or
collectively have the potential to generate attractive returns and create substantial value for our shareholders. We are seeking to leverage
the extensive operational expertise and industry knowledge of our management team to identify and consummate our initial business combination.
We have focused on targets with a combined Total Enterprise Value (“TEV”) of $1 billion to $2 billion that, through
acquisitions and the development of mining assets, can achieve one million ounces of annual gold production over a period of three to
four years.
We believe our management
team has a unique combination of deal structuring and investment expertise, and extensive industry specific operating experience. Given
this familiarity with the industry and the broad professional network of our management team and board cultivated over long careers, we
are developing a robust pipeline of potential opportunities and are working to expeditiously consummate our business combination.
We are open to complex and
international transactions, including large-cap spin-offs. Members of our management team and board have track records of completing
transactions that have involved an element of complexity not well-served by competitive auction processes but by educating potential
counterparties about the unique benefits of the special purpose acquisition structure and process.
At a macro level, the current
international economic and political environment has created an unprecedented investment case for gold. Gold plays a clear strategic role
as a store of wealth and as a hedge against systemic risk, currency depreciation and inflation. As inflation makes a comeback in the current
volatile cycle, gold is likely to continue its long-term price drive.
Our strategy is to identify
low risk, high margin and cash generative gold assets that have the potential to be highly value accretive in the short term. Our management
team not only has a wealth of executive experience in the corporate environment having built large multi-listed mining companies,
but importantly also has unique operational expertise having successfully built and operated gold mines across Africa.
Business Combination Criteria
In order to successfully consummate
our initial business combination in a manner that provides the highest level of potential value uplift alongside the least possible transaction
risk, we have identified the following factors that we believe are important in selecting the most attractive business combination opportunities.
While we have utilized and will continue to utilize these criteria in evaluating business combination opportunities, we expect that no
individual criterion will entirely determine a decision to pursue a particular investment opportunity.
| ● | Appropriate Total Enterprise Value. We
seek to acquire one or more businesses that individually or combined would have a TEV of $1 billion to $2 billion. We believe
at this scale we can most effectively apply the expertise and resources of our management team to enhance profitability. |
| ● | Minimal Technical Risk Operation or Project. We
target companies that own shallow mines and that we believe are of a low technical risk nature. We do not intend to target ultra-deep gold
mines. |
| ● | Low All-In Sustainable Costs (“AISC”)
and Strong Cash Generation. In keeping with our focus on low technical risk companies, we primarily focus on
businesses with low AISC. As an example, under the current gold price environment, an AISC of $1,000 per ounce or lower will allow for
substantial operating margins and strong sustainable cash flows. Our management team is experienced in the performance of operational
due diligence to ensure operations and projects are adequately analyzed and assessed. |
| ● | Operational Growth Potential. Targets
that have the potential for substantial upside in operational output or life of mine extensions are prioritized in our target search.
We are seeking to identify businesses that we believe would benefit from our ability to drive improvements in the company’s operational
processes and/or leadership team. |
| ● | Strong Management Team with Proven Track Record. We
are seeking targets who have strong management teams with a proven track record of revenue growth, operational efficiency and strong cash
flow generation. We are committed to providing support, guidance and, where necessary, additional management talent to assist the target
company in executing its value creation strategy. |
| ● | Future Consolidation Opportunities. We
are seeking to acquire one or more businesses that we can grow both organically and through acquisitions. We focus specifically on gold
mining regions where there is potential for consolidation. We anticipate spin-offs from large-cap mining companies with whom
we have longstanding relationships will provide a significant investment opportunity for us. |
| ● | Mining Friendly Jurisdiction. We
are prioritizing the identification of targets in jurisdictions which are conducive to safe and sustainable mining. |
| ● | Benefit from Being a Public Company. We
are pursuing a business combination with a company or companies that we believe will benefit from being publicly traded and will effectively
utilize the broader access to capital and public profile associated with being a public company. |
These above criteria are not
intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent
relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant.
In the event that we decide
to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose
that the target business does not meet the above criteria in our shareholder communications related to our initial business combination,
which, as discussed in this Report, would be in the form of proxy solicitation materials or tender offer documents, as applicable, that
we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass,
among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections
of facilities, as well as reviewing financial and other information which will be made available to us.
Competitive Strengths
We have leveraged and will
continue to leverage the following sources of competitive strength in seeking to achieve our business strategy:
| ● | Significant industry experience. Our
management team has experience managing, investing and monetizing successful mining assets while also delivering superior shareholder
returns. |
| ● | Deal flow and business development and evaluation
resources. In connection with our search for a suitable target, our sponsor, members of our management and
their affiliates can leverage their strong international networks across the mining industry, banks and advisors. |
| ● | Deep industry relationships with market leaders. Members
of our management and our sponsor have developed deep relationships with market leaders in the global mining industry that will provide
a substantial pipeline of proprietary acquisition opportunities. The pipeline will consist of a blend of operational assets and projects
that provide strong future growth potential. |
| ● | Experience and reputation in value accretive
acquisitions. Our management team has experience and reputation in sourcing and securing opportunities through
value accretive acquisitions. |
| ● | Operational expertise as a value-added advantage
to our target companies. Our management team is uniquely qualified to analyze and recommend courses of action
for target companies. Our team’s proven operational track record will give our team an advantage in sourcing deals. |
Acquisition Process
Each of our directors and
officers presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant
to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if
any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she
has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to
present such business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. We do not
believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability
to identify and pursue business combination opportunities or complete our initial business combination.
Our officers and directors
may become an officer or director of another special purpose acquisition company with a class of securities registered under the Exchange
Act even before we have entered into a definitive agreement regarding our initial business combination.
Initial Business Combination
NYSE listing rules require
that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least
80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on
the trust account). We refer to this as the 80% fair market value test. If our board of directors is not able to independently determine
the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another
independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend
to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance
that will be the case.
We will structure our initial
business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of
the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business
combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business
in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such
business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities
of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as
an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the
voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in
the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For
example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding
capital stock, shares or other equity securities of a target business or issue a substantial number of new shares to third-parties in
connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target.
However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business
combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less
than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,
the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value
test. If our initial business combination involves more than one target business, the 80% fair market value test will be based on the
aggregate value of all of the target businesses.
Business Combination Targets
We believe our management
team’s significant operating and transaction experience and relationships with companies provides us with a substantial number of
potential business combination targets. Over the course of their careers, the members of our management team have developed a broad network
of contacts and corporate relationships around the world. This network has grown through the activities of our management team sourcing,
acquiring, financing and selling businesses, our management team’s relationships with sellers, financing sources and target management
teams and the experience of our management team in executing transactions under varying economic and financial market conditions.
We believe this network provides
our management team with a robust and consistent flow of acquisition opportunities which were proprietary or where a limited group of
investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our management
team provides us with important sources of acquisition opportunities. In addition, target business candidates may be brought to our attention
from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking
to divest non-core assets or divisions.
We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our sponsor, directors or officers, or making the acquisition
through a joint venture or other form of shared ownership with our sponsor, directors or officers. In the event we seek to complete an
initial business combination with a target that is affiliated with our sponsor, directors or officers, we, or a committee of independent
and disinterested directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or from an
independent accounting firm that such an initial business combination is fair to our company from a financial point of view. We are not
required to obtain such an opinion in any other context.
If any of our directors or
officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has
pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to
such entity prior to presenting such business combination opportunity to us. Our directors and officers currently have fiduciary duties
or contractual obligations that may take priority over their duties to us.
Our executive offices are
located at 322 West 52nd Street, #2322, New York, NY 10019-9998 and our telephone number is (860) 214-3714.
Mail addressed to the Company
and received at its registered office will be forwarded unopened to the forwarding address supplied by the Company to be dealt with. None
of the Company or its directors, officers, advisors or service providers (including the organization which provides registered office
services in the Cayman Islands) will bear any responsibility for any delay howsoever caused with regards to mail reaching the forwarding
address.
Status as a Public Company
We believe our structure as
a public company makes us an attractive business combination partner to target businesses. As an existing public company, we offer target
businesses an alternative to the traditional initial public offering through a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or other similar business combination. In this situation, the owners of the target business would exchange
their equity securities, shares or shares of stock in the target business for our shares or for a combination of our shares and cash,
allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated
with being a public company, we believe target businesses will find this method a more certain and cost effective method to becoming a
public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred
in marketing, road show and public reporting efforts that may not be present to the same extent in connection with a business combination
with us.
Furthermore, once a proposed
business combination is completed, the target business will have effectively become public, whereas an initial public offering is always
subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent
the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means
of providing management incentives consistent with shareholders’ interests. It can offer further benefits by augmenting a company’s
profile among potential new customers and vendors and aid in attracting talented employees.
We are an “emerging
growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) (a) December 31,
2026, (b) the last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion, or (c) the
last day of the fiscal year in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares
that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, and (2) the
date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.
Additionally, we are a “smaller
reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain
reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain
a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds
$250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million
during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as
of the end of that year’s second fiscal quarter.
Financial Position
With funds available in the
trust account for a business combination in the amount of $414,036,593, as of December 31, 2021, we offer a target business a variety
of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations
or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using
our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination
that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken
any steps to secure third-party financing and there can be no assurance it will be available to us.
Effecting Our Initial Business Combination
We are not presently engaged
in, and we will not engage in, any operations until we consummate our initial business combination. We will effectuate our initial business
combination using cash from the proceeds of our initial public offering and the sale of the private placement warrants, our shares, debt
or a combination of these as the consideration to be paid in our initial business combination. We may complete our initial business combination
with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to
the numerous risks inherent in such companies and businesses.
We may seek to raise additional
funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and
we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust
account.
In the case of an initial
business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing
the business combination would disclose the terms of the financing and, only if required by law or we decide to do so for business or
other reasons, we would seek shareholder approval of such financing. There are no prohibitions on our ability to raise funds privately
or through loans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding
with any third party with respect to raising any additional funds through the sale of securities or otherwise.
Selection of a target business and structuring
of our initial business combination
NYSE listing rules require
that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least
80% of the assets held in the trust account (excluding any deferred underwriters fees and taxes payable on the income earned on the trust
account). We refer to this as the 80% fair market value test. The fair market value of the target or targets will be determined by our
board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation
or value of comparable businesses. If our board of directors is not able independently to determine the fair market value of the target
business or businesses, we will obtain an opinion from an independent investment banking firm, or another independent entity that commonly
renders valuation opinions, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses
in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Subject
to this requirement, our management has virtually unrestricted flexibility in identifying and selecting one or more prospective target
businesses, although we will not be permitted to effectuate our initial business combination solely with another blank check company or
a similar company with nominal operations.
In any case, we will only
complete an initial business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding
voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required
to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is
owned or acquired is what will be valued for purposes of the 80% fair market value test.
To the extent we effect our
initial business combination with a company or business that may be financially unstable or in its early stages of development or growth
we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks
inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
In evaluating a prospective
target business, we conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management
and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information,
which will be made available to us.
The time required to select
and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process,
are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of
a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another business combination.
Lack of business diversification
For an indefinite period of
time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance
of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or
several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in
a single line of business.
By completing our initial
business combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory
risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses,
unlike other entities which may have the resources to complete several business combinations in different industries or different areas
of a single industry.
Accordingly, the prospects
for our success may be:
| ● | solely dependent upon the performance of a single
business, property or asset; or |
| ● | dependent upon the development or market acceptance
of a single or limited number of products, processes or services. |
This lack of diversification
may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon
the particular industry in which we may operate subsequent to our initial business combination.
Limited ability to evaluate the target’s
management team
Although we closely scrutinize
the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that
business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may
not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our
management team, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of
our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them
will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members
of our management team will have significant experience or knowledge relating to the operations of the particular target business.
We cannot assure you that
any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether
any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
Following our initial business
combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure
you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge
or experience necessary to enhance the incumbent management.
Shareholders may not have the ability to approve
our initial business combination
We may conduct redemptions
without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum
and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing
requirement, or we may decide to seek shareholder approval for business or other reasons.
Under NYSE’s listing
rules, shareholder approval would be required for our initial business combination if, for example:
| ● | we issue Class A ordinary shares that will
be equal to or in excess of 20% of the number of Class A ordinary shares then outstanding; |
| ● | any of our directors, officers or substantial
shareholders (as defined by NYSE rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly
or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could
result in an increase in outstanding ordinary shares or voting power of 5% or more; or |
| ● | the issuance or potential issuance of ordinary
shares will result in our undergoing a change of control. |
Permitted purchases and other transactions
with respect to our securities
In the event 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, officers, advisors or any of their respective 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. There is no limit on the number of securities such persons may purchase. Additionally, at any time at or prior to our initial
business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors,
officers, advisors or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives
to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However,
they have no current commitments, plans or intentions to engage in such purchases or other transactions and have not formulated any terms
or conditions for any such purchases or other transactions. None of the funds held in the trust account will be used to purchase public
shares or warrants in such transactions. Such persons will be subject to restrictions in making any such purchases when they are in possession
of any material non-public information or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase
may include a contractual acknowledgement that such shareholder, although still the record holder of our shares, is no longer the beneficial
owner thereof and therefore agrees not to exercise its redemption rights. We have adopted an insider trading policy which requires insiders
to refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information.
We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent
upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders
may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.
In the event that our sponsor,
directors, officers, advisors or any of their respective affiliates purchase public shares in privately negotiated transactions from public
shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination,
such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial
business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender
offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;
however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will
be required to comply with such rules.
The purpose of any such transaction
could be to (1) vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining shareholder
approval of the initial business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters
submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition
in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business
combination, where it appears that such requirement would otherwise not be met. Any such transactions may result in the completion of
our initial business combination that may not otherwise have been possible.
In addition, if such purchases
are made, the public “float” of our Class A ordinary shares or warrants may be reduced and the number of beneficial holders
of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities
on a national securities exchange.
Our sponsor, directors, officers,
advisors and/or any of their respective affiliates may identify the shareholders with whom our sponsor, directors, officers, advisors
or any of their respective affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or
by our receipt of redemption requests submitted by shareholders (in the case of public shares) following our mailing of tender offer or
proxy materials in connection with our initial business combination. To the extent that our sponsor, directors, officers, advisors or
any of their respective affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming
shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial
business combination. Such persons would select the shareholders from whom to acquire shares based on the number of shares available,
the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share
paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its
shares in connection with our initial business combination. Our sponsor, directors, officers, advisors or any of their respective affiliates
will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal
securities laws.
Any purchases by our sponsor,
directors, officers and/or any of their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange
Act will be restricted unless such purchases are made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation
under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that
must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, directors, officers and/or any of their
respective affiliates will be restricted from making purchases of ordinary shares if such purchases would violate Section 9(a)(2)
or Rule 10b-5 of the Exchange Act.
Redemption rights for public shareholders upon
completion of our initial business combination
We will provide our public
shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business
days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable),
divided by the number of then issued and outstanding public shares, subject to the limitations described herein. At the completion of
our initial business combination, we will be required to purchase any ordinary shares properly delivered for redemption and not withdrawn.
As of December 31, 2021, the amount in the trust account was approximately $11.50 per public share. The per-share amount we will
distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the
underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem
its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our
initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial
business combination.
Manner of Conducting Redemptions
We will provide our public
shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
either (1) in connection with a general meeting called to approve the business combination or (2) by means of a tender offer.
The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made
by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms
of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions
and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and
any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated
memorandum and articles of association would typically require shareholder approval. We intend to conduct redemptions without a shareholder
vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange listing
requirement or we choose to seek shareholder approval for business or other reasons.
If a shareholder vote is not
required and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated
memorandum and articles of association:
| ● | conduct the redemptions pursuant
to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
| ● | file tender offer documents with the SEC prior
to completing our initial business combination which contain substantially the same financial and other information about the initial
business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation
of proxies. |
Upon the public announcement
of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate
any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market, in order to comply with
Rule 14e-5 under the Exchange Act.
In the event we conduct redemptions
pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)
under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer
period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public
shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible
assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained
in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase,
we will withdraw the tender offer and not complete such initial business combination.
If, however, shareholder approval
of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval for
business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association:
| ● | conduct the redemptions in conjunction with a
proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant
to the tender offer rules; and |
| ● | file proxy materials with the SEC. |
We expect that a final proxy
statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft
proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if
we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply
with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able
to maintain our NYSE listing or Exchange Act registration.
In the event that we seek
shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our
public shareholders with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval,
we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which
requires the affirmative vote of holders of a majority of ordinary shares who attend and vote in person or by proxy at a general meeting
of the company. In such case, pursuant to the terms of a letter agreement entered into with us, our initial shareholders have agreed (and
their permitted transferees will agree) to vote their founder shares and any public shares held by them in favor of our initial business
combination. Our directors and officers also have agreed to vote in favor of our initial business combination with respect to public shares
acquired by them, if any. We expect that at the time of any shareholder vote relating to our initial business combination, our initial
shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon.
Each public shareholder may elect to redeem their public shares without voting and, if they do vote, irrespective of whether they vote
for or against the proposed transaction. In addition, our initial shareholders, directors and officers have entered into a letter agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held
by them in connection with the completion of a business combination.
Our amended and restated memorandum
and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets
to be less than $5,000,001 following such redemptions. Redemptions of our public shares may also be subject to a higher net tangible asset
test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination
may require: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working
capital or other general corporate purposes; or (3) the retention of cash to satisfy other conditions in accordance with the terms
of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all public shares
that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business
combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and
all ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business
combination.
Limitation on redemption upon completion of
our initial business combination if we seek shareholder approval
Notwithstanding the foregoing
redemption rights, 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
provide 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 redeeming its shares
with respect to Excess Shares, without our prior consent. We believe this restriction will discourage shareholders from accumulating large
blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed
business combination as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the
then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding an aggregate of 20%
or more of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares
are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms.
By limiting our shareholders’ ability to redeem no more than 20% of the shares sold in our initial public offering, we believe we
will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business
combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a
minimum net worth or a certain amount of cash. 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.
Tendering share certificates in connection
with a tender offer or redemption rights
We may require our public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials
mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve the business combination in
the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using the DWAC System, rather
than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish
to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders
to satisfy such delivery requirements. Accordingly, a public shareholder would have from the time we send out our tender offer materials
until the close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute
proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer
rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement
would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement
would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions
in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders to use electronic
delivery of their public shares.
There is a nominal cost associated
with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The
transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not
to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking
to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless
of the timing of when such delivery must be effectuated.
The foregoing is different
from the procedures used by some blank check companies. In order to perfect redemption rights in connection with their business combinations,
some blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a
holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking
to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange
for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window”
after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market.
If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his
or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit
before the general meeting, would become “option” rights surviving past the completion of the business combination until the
redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming
holder’s election to redeem is irrevocable once the business combination is approved.
Any request to redeem such
shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or two business days prior to the
scheduled date of the general meeting set forth in our proxy materials, as applicable (unless we elect to allow additional withdrawal
rights). Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and
subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer
agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public
shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.
If our initial business combination
is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be
entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates
delivered by public holders who elected to redeem their shares.
If our initial proposed business
combination is not completed, we may continue to try to complete a business combination with a different target until March 2, 2023.
Redemption of public shares and liquidation
if no initial business combination
Our sponsor, directors and
officers have agreed that we will have only until March 2, 2023 to complete our initial business combination. If we have not completed
our initial business combination within such time period, we will: (1) cease all operations except for the purpose of winding up;
(2) as promptly as reasonably possible but not more than 10 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 (less up to $100,000 of interest
to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public
shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidating distributions, if any); and (3) 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 each case to our obligations under
Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights
or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination
within the allotted time period.
Our initial shareholders have
entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account
with respect to their founder shares if we fail to complete our initial business combination by March 2, 2023. However, if our initial
shareholders acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public
shares if we fail to complete our initial business combination within the allotted time period.
Our sponsor, directors and
officers have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum
and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination by March 2, 2023 or
(B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity,
unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such
amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
(which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. However, we may not
redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions.
If we do not consummate our
initial business combination by the deadline set forth in our amended and restated memorandum and articles of association, we expect that
all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from
amounts remaining out of the $544,103 of proceeds held outside the trust account as of December 31, 2021, although we cannot assure you
that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated
with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes,
we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
If we were to expend all of
the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the
trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received
by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become
subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you
that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00. While we intend
to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
Although we have sought and
will continue to seek to have all vendors, service providers (other than our independent auditors), 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, there is no guarantee that they will execute such agreements
or even if they execute such agreements that they would 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 an 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 perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed
a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.
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 we are 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 completed our initial business combination within the required time period, 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 10 years following redemption. 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 amount of funds in the trust account to
below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the
liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may
be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the
trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities,
including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party,
then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified
whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities
of our company and, therefore, our sponsor may not be able to satisfy those obligations. None of our other officers will indemnify us
for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds
in the trust account are reduced below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust
account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the
amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification 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 may choose not to do so in any particular instance. Accordingly, we cannot assure you
that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.00 per
share.
We will seek to reduce the possibility
that our sponsor has to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other
than our independent auditors), 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 monies held in the trust account. Our sponsor will also not be liable
as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities
under the Securities Act. We have access to up to the amounts held outside the trust accounts $544,103 as of December 31, 2021 with which
to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be
no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and
liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. Because
the offering expenses of our initial public offering (including underwriting commissions) were less than our estimate of $1,000,000, the
amount of funds we intend to hold outside the trust account has increased by approximately $0 to approximately $544,103.
If we file a winding-up petition
or a winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable
insolvency law, and may be included in our insolvency estate and subject to the claims of third parties with priority over the claims
of our shareholders. To the extent any insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.00
per share to our public shareholders. Additionally, if we file a winding-up petition or a winding-up petition is filed against
us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency
laws as a voidable preference. As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our
shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have
acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, 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.
Our public shareholders will
be entitled to receive funds from the trust account only upon the earliest to occur of: (1) 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; (2) the redemption of any public shares properly submitted in connection with a shareholder
vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation
to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our
initial business combination by March 2, 2023 or (B) with respect to any other provision relating to shareholders’ rights or
pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business
combination by March 2, 2023, subject to applicable law. In no other circumstances will a shareholder have any right or interest of any
kind to or 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.
Amended and Restated Memorandum and Articles
of Association
Our amended and restated memorandum
and articles of association contain certain requirements and restrictions relating to our initial public offering that apply to us until
the consummation of our initial business combination. Our amended and restated memorandum and articles of association contain a provision
which provides that, if we seek to amend our amended and restated memorandum and articles of association (A) to modify the substance
or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares
if we do not complete our initial business combination by March 2, 2023 or (B) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity, we will provide public shareholders with the opportunity to redeem their public
shares in connection with any such amendment. Specifically, our amended and restated memorandum and articles of association provide, among
other things, that:
| ● | prior to the consummation of our initial business
combination, we shall either (1) seek shareholder approval of our initial business combination at a general meeting called for such
purpose at which public shareholders may seek to redeem their public shares without voting, and if they do vote, irrespective of whether
they vote for or against the proposed transaction, into their pro rata share of the aggregate amount then on deposit in the trust account,
calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall
be net of taxes payable), or (2) provide our public shareholders with the opportunity to tender their public shares to us by means
of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount
then on deposit in the trust account, calculated as of two business days prior to the completion of our initial business combination,
including interest (which interest shall be net of taxes payable), in each case subject to the limitations described herein; |
| ● | 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 following such redemptions; |
| ● | if we seek shareholder approval, we will complete
our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the
affirmative vote of holders of a majority of ordinary shares who attend and vote in person or by proxy at a general meeting of the company; |
| ● | if our initial business combination is not consummated
by March 2, 2023, then our existence will terminate and we will distribute all amounts in the trust account; and |
| ● | prior to our initial business combination, we
may not issue additional ordinary shares that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote
as a class with our public shares on any initial business combination. |
These provisions
cannot be amended without the approval of holders of at least two-thirds of our ordinary shares who attend and vote in person or
by proxy at a general meeting. In the event we seek shareholder approval in connection with our initial business combination, our amended
and restated memorandum and articles of association provide that we may consummate our initial business combination only if approved by
a majority of the ordinary shares voted by our shareholders at a duly held general meeting.
Competition
We may 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 are 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 is limited by our available financial resources. This inherent competitive limitation gives
others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of
our initial business combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially 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 have not completed our initial business combination within the required time period,
our public shareholders may only receive $10.00 per share, based on the balance of our trust account (as of December 31, 2021), and our
warrants will expire worthless.
Conflicts of Interest
Certain of our directors and
officers have fiduciary or contractual duties to certain other companies in which they have invested or advised. These entities may compete
with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such
opportunities. None of the members of our management team who are also employed by our sponsor or its affiliates have any obligation to
present us with any opportunity for a potential business combination of which they become aware, subject to his or her fiduciary duties
under Cayman Islands law. Our management team, in their capacities as members, officers or employees of our sponsor or its affiliates
or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or
future entities affiliated with or managed by our sponsor, or third parties, before they present such opportunities to us, subject to
their fiduciary duties under Cayman Islands law and any other applicable duties. Our amended and restated memorandum and articles of association
provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have
any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar
business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity
to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand,
and us, on the other.
Each of our directors and
officers presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant
to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if
any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she
has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to
present such business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law.
We do not believe, however,
that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to complete our initial
business combination.
Indemnity
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 amount
of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust
account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of
the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights
to seek access to the trust account and except as to any claims under our indemnity of the underwriters 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.
We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our
sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We
have not asked our sponsor to reserve for such obligations.
Employees
We currently have three officers
and do not intend to have any full-time employees prior to the completion of our initial business combination. Members of our management
team are not obligated to devote any specific number of hours to our matters but they devote as much of their time as they deem necessary
and intend to continue doing so to our affairs until we have completed our initial business combination. The amount of time that any such
person devotes in any time period varies based on whether a target business has been selected for our initial business combination and
the current stage of the business combination process.
Periodic Reporting and Financial Information
Our units, Class A ordinary
shares and warrants are registered under the Exchange Act, and as a result, we have reporting obligations, including the requirement that
we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, this Report contains
financial statements audited and reported on by our independent registered public auditors.
We will provide shareholders
with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials
sent to shareholders to assist them in assessing the target business. These financial statements may be required to be prepared in accordance
with, or be reconciled to, U.S. GAAP or IFRS, depending on the circumstances and the historical financial statements may be required to
be audited in accordance with PCAOB standards. These financial statement requirements may limit the pool of potential target businesses
we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements
in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. While this may
limit the pool of potential business combination candidates, we do not believe that this limitation will be material.
We are required to evaluate
our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. 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,
will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over
financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy
of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act
may increase the time and costs necessary to complete any such acquisition.
We are an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to
take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging
growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of
any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be
a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107
of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging
growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging
growth company until the earlier of (1) (a) December 31, 2026, (b) the last day of the fiscal year in which we have total annual
gross revenue of at least $1.07 billion, or (c) the last day of the fiscal year in which we are deemed to be a large accelerated
filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end
of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt
securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated
with it in the JOBS Act.
Additionally, we are a “smaller
reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain
reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain
a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds
$250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million
during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as
of the end of that year’s second fiscal quarter.