Item 1. Business
BUSINESS
Overview
We are a blank check
company incorporated on June 24, 2020 as a Cayman Islands exempted company and formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses,
which we refer to throughout this report as our initial business combination. We have generated no revenues to date and we do not
expect that we will generate operating revenues at the earliest until we consummate our initial business combination.
Initial Public Offering
On January 28, 2021,
we consummated our initial public offering of 29,900,000 Class A ordinary shares of the Company, par value $0.0001 per
share (the “Class A Ordinary Shares”), including the exercise in full of the underwriters 45-day option
to purchase up to an additional 3,900,000 Class A Ordinary Shares. The Class A Ordinary Shares were sold at a price of $10.00 per
share, generating gross proceeds to the Company of $299,000,000.
Simultaneously with
the closing of the initial public offering, we completed the private sale of an aggregate of 12,960,000 warrants (the “private
placement warrants”) to Bridgetown 2 LLC (our “sponsor”) at a purchase price of $0.50 per private
placement warrant, generating gross proceeds of $6,480,000.
A total of $299,000,000,
comprised of $294,020,000 of the proceeds from the initial public offering (which amount includes $8,715,000 of the underwriter’s
deferred discount) and $4,980,000 of the proceeds of the sale of the private placement warrants, was placed in a U.S.-based trust
account (the “trust account”) maintained by Continental Stock Transfer & Trust Company, 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 Daniel Wong, our Chief
Executive Officer. Chief Financial Officer and a Director, and Matt Danzeisen, our Chairman, who have many years of experience
investing in ventures and building companies with operations. We must complete our initial business combination by January 28,
2023, 24 months from the closing of initial public offering. If our initial business combination is not consummated by January
28, 2023, then our existence will terminate, and we will distribute all amounts in the trust account.
Initial Business Combination
While we may pursue
an acquisition or a business combination target in any business or industry, we have focused our search on a target with operations
or prospective operations in the technology, financial services, or media sectors, which we refer to as the “new economy
sectors”, in Southeast Asia, although we may also explore compelling opportunities in South Asia. We believe that Southeast
Asia is entering a new era of economic growth, particularly in the new economy sectors, which we expect will result in attractive
initial business combination opportunities for attractive risk-adjusted returns.
The Association of
Southeast Asian Nations, or ASEAN, is made up of countries in Southeast Asia including Indonesia, Thailand, Singapore, Vietnam,
the Philippines, Malaysia, Brunei Darussalam, Myanmar, Cambodia and Laos. With a population of 649 million and a nominal GDP
of approximately $3 trillion in 2018, ASEAN is fast becoming a major regional economic force and a driver of global growth. ASEAN
remains one of the fastest growing regions in the world with economic growth continuing to average 5.4% per annum, and is estimated
by ASEAN to become the fourth-largest economy in the world by 2030 after the United States, China, and the European Union.
In particular,
collective findings by Google, Temasek (an active global investment company owned by the Government of Singapore) and
Bain & Company indicate that the region’s internet economy has crossed the $100 billion mark in 2019 and is
poised to triple to an estimated $300 billion by 2025. With approximately 360 million Internet users in the region,
90% of which connect to the Internet primarily through their mobile phones, Southeast Asia boasts one of the most engaged
mobile internet audience in the world. In addition, with an estimated 150million people who will be turning 15 years old
(the so-called, ‘mobile age’) over the next 15 years, Indonesia and Vietnam lead the region with over 40%
year-over-year growth in Internet economies, while Malaysia, Thailand, Singapore and the Philippines are growing by
20-30% annually. By the end of 2020, the number of digital consumers in Southeast Asia is estimated to reach approximately
310 million, which is nearly 70% of Southeast Asian consumers. Gross merchandise value (GMV) of Internet economies
reached an estimated 3.7% of the Southeast Asian GDP in 2019 and is expected to reach an estimated 8.5% by 2025.
In addition, we believe
the Southeast Asian region presents market opportunities in the financial sector. According to an Asian Development Bank report
on financial inclusion in Southeast Asia, the gap between needs of the populace and the volume of electronic payment and transfer
volumes is estimated to be more than $180 billion in Indonesia, Philippines, Cambodia and Myanmar combined. In addition, in
the same set of countries, there is an estimated gap between savings capacity and savings in formal financial institutions of more
than $80 billion and gap between credit needs and what is fulfilled by informal lenders is estimated to be approximately $80 billion.
There is also low insurance penetration in these markets. For these reasons, we believe that there are significant market opportunities
in these segments. We also believe that there are not many funding sources for middle and late-stage fundraising in the Southeast
Asian consumer internet space, which we believe provides potential opportunities.
We believe this growth
in these new economy sectors will be driven by private sector expansion, technological innovation, a growing young and middle class
population, increasing consumption, structural economic and policy reforms and demographic changes in the region.
Our Sponsor
Bridgetown 2 LLC, our
sponsor, has been formed as a collaboration between Pacific Century and Thiel Capital, with each of Pacific Century and/or its
affiliates or related entities, on the one hand, and Thiel Capital and/or its affiliates or related entities, on the other hand,
having a 50% economic interest. We may also draw upon the services of PineBridge Investments, an affiliate of Pacific Century.
Pacific Century Group
Founded by Mr. Richard
Li in 1993, Pacific Century is an investment group with experience investing in, building and operating businesses in Financial
Services and Technology, Media & Telecommunications (TMT). In 1990, Mr. Li founded Asia’s first satellite-delivered cable-TV,
Star TV (eventually sold to Rupert Murdoch’s News Corp). Mr. Li founded Pacific Century Regional Developments Limited
(PCRD) in 1994, with Pacific Century Insurance (PCI) as one of the subsidiaries (sold to Fortis in 2007). In 1999, Mr. Li,
through Pacific Century, acquired a substantial interest in PCCW (then known as Tricom Holdings Limited), which currently holds
a majority interest in Viu (an OTT video streaming platform in Asia) and HKT (a Hong Kong telecommunications service provider).
In 2010, he acquired the global asset manager PineBridge Investments from AIG. PineBridge manages US$96 billion in assets
as of March 2020. The firm’s private capital arm has invested in privately held companies, including Legendary Pictures
(a film production and entertainment company), FieldTurf (an installer of artificial turf at sports fields), Tensar (a provider
of technology driven solutions for soil reinforcement and ground stabilization), Royalty Pharma (an acquiror of pharmaceutical
royalties), Sodecia North America (formerly AZ Automotive; a manufacturer and supplier of engineered metal stampings, assemblies
and modules for automobile and motor vehicles). In 2013, Mr. Li established FWD, a life insurance company launched in Hong Kong,
Macau and Thailand that has since grown to span nine markets across Asia. FWD had total assets of approximately $50billion as of
December 2019 through organic growth and a series of acquisitions of insurance businesses from leading insurance companies.
Mr. Li was among the earliest investors in Tencent (a public Chinese conglomerate with over US$600 billion market capitalization
that has major holdings in tech, film, music, and gaming), Sohu (a China-based online media, search and game service company),
Sina (a Chinese media and technology company) and CompareAsia Group (a financial comparison site in Southeast Asia). Mr. Li
was also a late stage investor in Chegg (an American education technology company listed on NYSE), 91.com (a Chinese mobile app
marketplace and mobile game operator which was subsequently sold to Baidu), PPStream (a Chinese peer-to-peer streaming video
network software which was subsequently sold to iQIYI) and Tokopedia (an e-commerce platform in Indonesia). Mr. Li was
a Hong Kong representative at the APEC Business Advisory Council (ABAC) from 2009 to 2014. Mr. Li is a trustee of the
Li Ka- Shing Foundation, one of Asia’s most active venture and technology investors. He is also a director of Shantou University
and a governor at the ISF Academy, a private school located in Hong Kong.
Thiel Capital
Thiel Capital is an
investment firm founded in 2011 by entrepreneur and investor Peter Thiel. Located in Los Angeles, California, Thiel Capital provides
strategic and operational support for a variety of investment initiatives and entrepreneurial endeavors. Thiel Capital and its
predecessors have incubated and launched several investment firms now with billions of dollars under management, including Founders
Fund, Mithril and Valar Ventures. Numerous other business and philanthropic ventures, including the Thiel Fellowship and Breakout
Labs, have also started under the Thiel Capital umbrella.
Peter Thiel cofounded
PayPal, Inc., an online payments company, where he served as Chief Executive Officer, President and Chairman of the board of directors
until the company’s initial public offering and subsequent acquisition by eBay in 2002. He made the first outside investment
in Facebook, Inc., where he serves as a director. Mr. Thiel also cofounded Palantir Technologies Inc. and is Chairman of its
board of directors. Mr. Thiel and the investment firms he founded have a track record of investing in frontier technology
companies, having provided early-stage funding for LinkedIn, Yelp, Stripe, Brex, Trumid, SoFi, SpaceX, Spotify, Airbnb, Qoo10
and hundreds of other startups. Mr. Thiel is a partner at Founders Fund, a San Francisco-based venture capital firm investing
in science and technology companies solving difficult problems. Formed in 2005, Founders Fund has raised eight venture capital
funds, manages more than $6 billion in committed capital and has supported many consequential companies, including SpaceX,
which designs, manufactures and launches advanced rockets and spacecraft, and Airbnb, an online marketplace for lodging, tourism
and experiences. Mr. Thiel also cofounded Mithril, a Texas-based venture capital firm, and Valar Ventures, a New York-based venture
capital firm. Thiel Capital and Mr. Thiel are also actively involved in the financial technology space, having provided support
for companies such as Brex, a company providing cash management services for growing companies with a focus on start-ups in
the life science and e-commerce space, Social Finance, an online personal finance company providing student loan refinancing,
and Trumid, an electronic bond trading platform. Mr. Thiel is also the founder and chairman of The Thiel Foundation, which
supports science, technology, and long-term thinking about the future. In 2011 Mr. Thiel, through The Thiel Foundation,
started the Thiel Fellowship, a two-year program for young people who want to build new things instead of attending college.
Fellows receive a $100,000 grant and support from The Thiel Foundation’s network of founders, investors and scientists. Past
fellows include Vitalik Buterin, co-creator of Ethereum, a global, open-source platform for decentralized applications;
Lucy Guo, co-founder of Scale AI, a provider of data to train artificial intelligence applications; Ritesh Agarwal, founder
and Chief Executive Officer of OYO Rooms, a hotel chain based in India; and Austin Russell, founder and Chief Executive Officer
of Luminar Technologies, Inc., which makes LIDAR equipment and software for the transportation industry. The Thiel Foundation also
houses Breakout Labs, which backs scientist entrepreneurs working at the intersections of technology, biology, materials and energy.
Investors are cautioned that Thiel Capital and its affiliates or related entities’ past performance is not necessarily indicative
of our future results.
In certain circumstances,
and subject to, among other things, Thiel Capital’s internal policies and procedures, contractual obligations to third parties
and applicable laws and regulations, we may seek to draw upon Thiel Capital’s network and relationships to provide access
to deal prospects because of our management’s belief that such network and relationships have produced high-quality, high-value deals
and companies in the past, though neither Thiel Capital nor any related entity has any obligation or duty to us or our shareholders,
including without limitation any obligation or duty to present us with any opportunity for a potential business combination. We
may also potentially benefit from Thiel Capital’s network and relationships in identifying companies that may be appropriate
acquisition targets; however, neither Thiel Capital nor any of its related entities is obligated to identify any such target companies.
Any such activities are solely the responsibility of our management team. While Bridgetown Holdings Limited (“Bridgetown
1”) may also seek to draw upon Thiel Capital’s network and relationships to provide access to deal prospects, we do
not expect there to be much overlap in deal prospects due to the fact that Bridgetown 1 is substantially larger in size than we
are.
PineBridge Investments
We may also draw upon
PineBridge’s platforms, infrastructure, personnel, network and relationships to provide access to deal prospects, along with
any necessary resources to aid in the identification, diligence, and fundraising of a target for the initial business combination.
PineBridge is a private, global asset manager with a focus on active, high conviction investing. PineBridge has approximately 200
investment professionals across asset classes and 20 offices globally of which 10 are in the Asia-Pacific region. Formerly
AIG Investments, PineBridge has been independent and majority-owned by Pacific Century since 2010. It manages over $55 billion
in Asia (close to 55% of total assets of $96 billion under management globally) as of March 2020. We believe that we
will benefit from PineBridge’s capabilities in alternative strategies where it focuses on select private market opportunities
with unrecognized growth potential. We currently anticipate that PineBridge may, from time to time, assist us in the identification
of assets or companies that may be appropriate acquisition targets and in unlocking their long-term value. In this respect, none
of PineBridge, Pacific Century or Thiel Capital is obligated to identify any such target assets or companies or to perform due
diligence on any acquisition targets. Any such activities are solely the responsibility of our management team.
Our Past Blank Check Experience
Each of our officers,
directors and senior advisors are officers, directors or a senior advisor of Bridgetown 1, a special purpose acquisition company
that completed its initial public offering in October 2020, generating aggregate proceeds of approximately $595,000,000. Bridgetown
1 is currently seeking a target with operations or prospective operations in the technology, financial services, or media sectors
in Southeast Asia with which to complete its initial business combination. In addition, since July 2020, Kenneth Ng, our senior
advisor, has served as Chief Executive Officer and President of Malacca Straits, a $125,000,000 blank check company currently searching
for a target with which to consummate an initial business combination focused on businesses which are currently part of Southeast
Asian business conglomerates in the media, food processing, renewable energy and healthcare industries.
Business Strategy
Our business strategy
is to identify and consummate an initial business combination with a company with operations or prospects in the Southeast Asian
or South Asian new economy sector. We focus on companies that complement the experience of our management team and that can benefit
from the management team’s operational expertise. Our selection process leverages our management team’s and our sponsor’s
broad and deep network of relationships, industry expertise and proven deal-sourcing capabilities, providing us with a strong
pipeline of potential targets. Our management and sponsor have experience in:
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investing and building businesses in the financial
services and technology sectors with unique market, policy and macroeconomic insights;
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managing and operating companies, setting and changing
strategies, and identifying, mentoring and recruiting top-notch talent;
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developing and growing companies, both organically
and inorganically, and expanding the product ranges and geographic footprints of portfolio businesses;
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executing merger and acquisition strategies to accelerate
growth and create integrated value chains;
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sourcing, structuring, acquiring and selling businesses
in various markets;
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partnering with other industry-leading companies
to increase sales and improve the competitive position of companies;
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fostering relationships with users, sellers, capital
providers and target management teams; and
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accessing the capital markets, including capital sources
in Asia and America, across various business cycles, including financing businesses and assisting companies with the transition
to public ownership.
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Business Combination Criteria
Consistent with our
business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating
prospective target businesses. We use these criteria and guidelines in evaluating acquisition opportunities, though we may decide
to enter into our initial business combination with a target business that does not meet these criteria and guidelines.
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Companies with operations or prospects in the Southeast
Asian or South Asian new economy sectors. Based upon our management team’s experience, we believe
we will have increased access to investment opportunities and a competitive advantage in our ability to negotiate a business combination
with potential targets in the Southeast Asian or South Asian new economy. Our management team’s extensive experience and
network of contacts provide them with an opportunity to source a target, evaluate a target, consummate a business combination
with the target and help grow the target’s business.
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Strong
target management teams. We intend to acquire one or more businesses that have strong management teams with a proven
track record of driving growth, building long-term competitive advantage and making sound strategic decisions.
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Fundamentally sound companies that have the potential
to further improve their performance under our ownership. We believe our management team’s experience
in our target sectors as well as their network of industry contacts will create opportunities to enhance the revenue and operational
efficiencies of the target business, and potentially generate higher returns for our investors.
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Market leader. We intend
to seek a target that has a leading presence across an industry or segment or has leading technology or product capabilities.
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Appropriate valuations. We
intend to be a disciplined and valuation-centric investor that will invest on terms that we believe are attractive relative
to market comparables that provide significant upside potential.
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These criteria are
not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based
on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the
event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines,
we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial
business combination, which, as discussed in this report, would be in the form of proxy solicitation or tender offer materials,
as applicable, that we would file with the SEC.
Our Business Combination Process
In evaluating a prospective
target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent
management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as reviewing
financial and other information that will be made available to us. We will also continue to utilize our operational and capital
allocation experience.
Our acquisition criteria,
due diligence processes and value creation methods 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 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 tender offer documents or proxy solicitation materials that we would file with the SEC.
Sourcing of potential business combination
targets
We believe that the
operational and transactional experience of our management team and members of our sponsor and their respective affiliates and
related entities and the relationships they have developed as a result of such experience, provide us with a substantial number
of potential business combination targets. These individuals and entities have developed a broad network of contacts and corporate
relationships around the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships
with sellers, financing sources and target management teams. Our management team and members of our sponsor and their respective
affiliates and related entities have significant experience in executing transactions under varying economic and financial market
conditions. We believe that these networks of relationships and this experience provides us with important sources of investment
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 noncore assets or divisions.
We currently anticipate that PineBridge may, from time to time, assist us in the identification of assets or companies that may
be appropriate acquisition targets, and while we may also draw upon PineBridge’s platforms, infrastructure, personnel, network
and relationships to provide access to deal prospects, along with any necessary resources to aid in the identification, diligence,
and fundraising of a target for the initial business combination, none of PineBridge, Pacific Century or Thiel Capital is obligated
to identify any such target assets or companies or to perform due diligence on any acquisition targets. Any such activities are
solely the responsibility of our management team.
We are not prohibited
from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers
or directors (or their respective affiliates or related entities) or making the acquisition through a joint venture or other form
of shared ownership with our sponsor, officers or directors (or their respective affiliates or related entities). In the event
we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors
(or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from
an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company
we are seeking to acquire or an independent accounting firm that our 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 officers or directors
becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has
then-current fiduciary or contractual obligations (including, but not limited to, Bridgetown 1), he or she may be required to present
such business combination opportunity to such entity prior to presenting such business combination opportunity to us, subject to
his or her fiduciary duties under Cayman Islands law. Our officers and directors currently have certain relevant fiduciary duties
or contractual obligations that may take priority over their duties to us (including, but not limited to, Bridgetown 1).
At the closing of our
initial business combination, we may pay a customary financial consulting fee to our sponsor and/or affiliates of our sponsor,
which will not be made from the proceeds of our initial public offering held in the trust account prior to the completion of our
initial business combination. We may pay such financial consulting fee in the event such party or parties provide us with specific
target company, industry, financial or market expertise, as well as insights, relationships, services or resources that we believe
are necessary in order to assess, negotiate and consummate an initial business combination. The amount of any such financial consulting
fee we pay will be based upon the prevailing market for similar services for comparable transactions at such time, and will be
subject to the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions
that may present conflicts of interest.
Other acquisition considerations
In addition to our
sponsor, members of our management team directly or indirectly own our ordinary shares and/or private placement warrants, and,
accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with
which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest
with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors
was included by a target business as a condition to any agreement with respect to our initial business combination.
Certain of our officers
and directors are employed by or affiliated with Pacific Century or Thiel Capital. Each of these entities is continually made aware
of potential investment opportunities, one or more of which we may desire to pursue for a business combination, but we have not
(nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect
to a business combination transaction with any prospective target business. Neither Pacific Century nor Thiel Capital has any obligation
or duty to us or to our shareholders, including without limitation any obligation or duty to present us with any opportunity for
a potential business combination of which they become aware.
Each of our directors
and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual
obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities
to such entity (including, but not limited to, Bridgetown 1).
Accordingly, subject
to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity
which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to
honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity (including, but not
limited to, Bridgetown 1), and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum
and articles of association provides that, subject to his or her fiduciary duties under Cayman Islands law, no director or officer
shall be disqualified or prevented from contracting with the company nor shall any contract or transaction entered into by or on
behalf of the company in which any director shall have an interest be liable to be avoided. A director shall be at liberty to vote
in respect of any contract or transaction in which he is interested provided that the nature of such interest shall be disclosed
at or prior to its consideration or any vote thereon by the board of directors. We do not believe, however, that any fiduciary
duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business
combination.
In addition, while
Pacific Century is an equity owner of PineBridge, Pacific Century does not control the investment activities of PineBridge or its
sponsored funds. Any assistance that PineBridge may provide to us, will be subject to, among other things, PineBridge’s internal
policies and procedures, applicable laws, contractual obligations to third parties and PineBridge’s fiduciary obligations
to its clients. PineBridge is under no obligation to provide us with any assistance or to present us with any opportunity for a
potential business combination of which they become aware.
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 enter a definitive agreement regarding our initial business combination.
Initial business combination
Nasdaq rules require
that our initial business combination must occur with one or more target businesses that together have an aggregate fair market
value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable)
at the time of our signing a definitive agreement in connection with our initial business combination. 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 firm that commonly renders valuation opinions for the type of company
we are seeking to acquire or an independent accounting firm with respect to the satisfaction of such criteria. We do not intend
to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Additionally, pursuant
to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. In addition, our
management will not propose any initial business combination to our shareholders unless such action is approved unanimously by
the managers of our sponsor, each of whom is affiliated with either Pacific Century or Thiel Capital.
Unless we complete
our initial business combination with an affiliated entity, or our board of directors cannot independently determine the fair market
value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm,
another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an
independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If
no opinion is obtained, our shareholders will be relying on the business judgment of our board of directors, which will have significant
discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of
valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or
proxy solicitation materials, as applicable, related to our initial business combination.
We anticipate structuring
our initial business combination so that the post-transaction company in which our public shareholders own shares will own
or acquire 100% of the 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. However,
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 sufficient for it not
to be required to register as an investment company under the Investment Company Act of 1940, as amended, or 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 the 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 and/or other equity
interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than
a majority of our 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% of net assets test. If
our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate
value of all of the target businesses.
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 a target business an alternative to the traditional initial public offering through a merger or other business combination.
In this situation, the owners of the target business would exchange their equity interests, shares and/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.
While we believe that
our structure and our management team’s backgrounds makes us an attractive business partner, some potential target businesses
may have a negative view of us since we are a blank check company, without an operating history, and there is uncertainty relating
to our ability to obtain shareholder approval of our proposed initial business combination and retain sufficient funds in our trust
account in connection therewith.
We are an “emerging
growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the
last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in
which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated
filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior
June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities
during the prior three-year period.
Financial position
With funds available
for a business combination in the amount of $299,000,000 (assuming no redemptions, which amount includes $8,715,000 of the underwriter’s
deferred discount, before fees and expenses associated with our initial business combination, 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 intend to effectuate
our initial business combination using cash from the proceeds of our initial public offering and the private placement 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, although we do not currently intend to, seek to complete our initial business combination with a company or business that
may be financially unstable or in its early stages of development or growth, start-up companies or companies with speculative
business plans or excess leverage, which would subject us to the numerous risks inherent in such companies and businesses.
If our initial business
combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment
of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares,
we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance
or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred
in completing our initial business combination, to fund the purchase of other companies or for working capital.
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, 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.
Selection of a target business and structuring
of our initial business combination
Nasdaq rules require
that our initial business combination must occur with one or more target businesses that together have an aggregate fair market
value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable)
at the time of our signing a definitive agreement in connection with our initial business combination. The fair market value of
the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial
community, such as discounted cash flow valuation or value of comparable businesses. Our shareholders will be relying on the business
judgment of our board of directors, which has significant discretion in choosing the standard used to establish the fair market
value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards
used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business
combination.
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 firm that commonly renders valuation opinions for the type of company
we are seeking to acquire or an independent accounting firm, with respect to the satisfaction of such criteria. We do not intend
to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to these
requirements, 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 with another blank check company or
a similar company with nominal operations.
In any case, we will
only complete an initial business combination in which we own or acquire 50% or more of the issued and outstanding voting securities
of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an
investment company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a
target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company
is what will be valued for purposes of the 80% of net assets 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 expect to conduct a thorough due diligence review which will 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 presently or later 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:
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subject us to negative economic, competitive and regulatory
developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our
initial business combination; and
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cause us to depend on the marketing and sale of a
single product or limited number of products or services.
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Limited ability to evaluate the target’s
management team
Although we intend
to 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 a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target
business. We cannot assure you that we will have the ability to recruit additional managers, or that such 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 law or applicable stock
exchange rule, or we may decide to seek shareholder approval for business or other legal reasons.
Under the Nasdaq’s
listing rules, shareholder approval would be required for our initial business combination if, for example:
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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 issued and outstanding;
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any of our directors, officers or substantial shareholders
(as defined by NASDAQ 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 issued and outstanding ordinary shares or voting power of 5% or more; or
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the issuance or potential issuance of ordinary shares
will result in our undergoing a change of control.
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Permitted purchases of 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, or their respective affiliates may purchase shares
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 shares such persons may purchase. However, they have no current commitments, plans
or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the
event our sponsor, directors, officers, or their respective affiliates determine to make any such purchases at the time of a shareholder
vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve
such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. They will not make
any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such
purchases are prohibited by Regulation M under the Exchange Act. 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 will require insiders to: (i) refrain
from purchasing shares during certain blackout periods and when they are in possession of any material non-public information
and (ii) to clear all trades with our legal counsel prior to execution. 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, or their respective affiliates purchase shares in privately negotiated transactions from public shareholders
who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior
elections to redeem their shares. 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 comply with such rules.
The purpose of such
purchases would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining
shareholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that
requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it
appears that such requirement would otherwise not be met. This 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 ordinary shares 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, or their respective affiliates anticipate that they may identify the shareholders with whom our sponsor, directors, officers,
or their respective affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by
our receipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with our initial
business combination. To the extent that our sponsor, directors, officers, or their respective affiliates enter into a private
purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their
shares for a pro rata share of the trust account or vote against the 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, or their respective affiliates will only purchase shares if such purchases comply
with Regulation M under the Exchange Act and the other federal securities laws.
Any purchases by our
sponsor, directors, officers, or their respective affiliates who are affiliated purchasers under Rule 10b-18 under the
Exchange Act will only be made to the extent such purchases are able to be 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, or their respective affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2)
or Rule 10b-5of 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 ordinary shares upon the completion of our initial
business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
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. The amount in the trust account is initially anticipated to be approximately $10.00 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. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant
to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may
hold in connection with the completion of our initial business combination. FWD Life Insurance Public Company Limited and FWD Fuji
Life Insurance Company Limited and Altive Master Fund SPC — Altive Aries Fund SP purchased an aggregate of $78,750,000 of
Class A ordinary shares in our initial public offering will have the same redemption rights as the public shareholders with respect
to any Class A ordinary shares they purchase in the offering.
Manner of conducting redemptions
We will provide our
public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of
our initial business combination either (i) in connection with a general meeting called to approve the business combination
or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business
combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such
as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the
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 require shareholder
approval. If we structure a business combination transaction with a target company in a manner that requires shareholder approval,
we will not have discretion as to whether to seek a shareholder vote to approve the proposed business combination. We currently
intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law
or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business
or other legal reasons. So long as we obtain and maintain a listing for our securities on the Nasdaq, we are required to comply
with Nasdaq rules.
If shareholder approval
of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business
or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association:
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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
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file proxy materials with the SEC.
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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 Nasdaq 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, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to
vote thereon and who vote at a general meeting in favor of the business combination. In such case, pursuant to the terms of a letter
agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to
vote any founder shares held by them and any public shares purchased during or after our initial public offering in favor of our
initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination,
our initial shareholders and their respective 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 irrespective of whether they vote
for or against the proposed transaction. In addition, our sponsor, officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares
in connection with the completion of a business combination.
If a shareholder vote
is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended
and restated memorandum and articles of association:
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conduct the redemptions pursuant to Rule 13e-4 and
Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
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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.
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Upon the public announcement
of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to
purchase our Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, 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 are not purchased by our sponsor, which number will be based on the requirement
that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001
either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees
and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset
or cash requirement which 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 the initial business combination.
Our amended and restated
memorandum and articles of association provides that we will only redeem our public shares so long as (after such redemption) our
net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination
and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock”
rules). 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: (i) cash
consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other
general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the
proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary
shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the
proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination
or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.
Limitation on redemption upon completion
of our initial business combination if we seek shareholder approval
Notwithstanding the
foregoing, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection
with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association
provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder
is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from
seeking redemption rights with respect to Excess Shares. 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
more than an aggregate of 15% 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 15% 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. We may waive this restriction
in our sole discretion. 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. Our sponsor, officers and directors have, pursuant to a letter
agreement entered into with us, waived their right to have any founder shares or public shares held by them redeemed in connection
with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer
from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver.
However, to the extent any such affiliate acquires public shares in our initial public offering or thereafter through open market
purchases, it would be a public shareholder and restricted from seeking redemption rights with respect to any Excess Shares.
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 (if any) to our transfer agent prior to the date set forth in the tender offer
documents, or up to two business days prior to the 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 Depository Trust Company’s DWAC
(Deposit/Withdrawal At Custodian) 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 days prior to the 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 $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 many blank check companies. In order to perfect redemption rights in connection with their business
combinations, many 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 general 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 the date of the
general meeting set forth in our proxy materials, as applicable. 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 by January
28, 2023.
Redemption of public shares and liquidation
if no initial business combination
Our sponsor, officers
and directors have agreed that we will have only until January 28, 2023 to complete our initial business combination. If we are
unable to complete our initial business combination by January 28, 2023, we will: (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest (less up to $100,000 of interest to pay dissolution expenses (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 liquidation distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law.
Our sponsor, officers
and directors 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 January
28, 2023. However, if our sponsor, officers or directors acquire public shares after our initial public offering, 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 by January 28, 2023.
Our sponsor, officers
and directors have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment to our amended
and restated memorandum and articles of association that would (i) 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 January 28, 2023 or (ii) with respect to the other provisions relating to shareholders’
rights or pre-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 will only redeem our public shares so long as (after such redemption)
our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination
and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock”
rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot
satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption
of our public shares.
FWD Life Insurance
Public Company Limited and FWD Fuji Life Insurance Company Limited and Altive Master Fund SPC — Altive Aries Fund SP purchased
an aggregate of $78,750,000 of Class A ordinary shares in our initial public offering will be entitled to liquidating distributions
similar to the public shareholders with respect to any Class A ordinary shares that they may purchase in the offering.
We have sought and will continue
to 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, prospective target businesses or 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 will have access to from the proceeds of our initial public offering, held outside of the trust account,
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 our initial public offering expenses were less than our estimate of $750,000, the amount of funds we hold outside the trust account
increased by approximately $250,000.
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 public accounting firm), prospective
target businesses or 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 only enter into an agreement with a third party that has not executed a waiver if management believes that such
third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute
a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no
guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any
negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption
of our public shares, if we are unable to complete our initial business combination within the prescribed time frame, 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 public accounting
firm) 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 (i) $10.00 per public share or (ii) 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. This liability will
not apply with respect 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. Because we are a blank check company, rather than an operating company, and our
operations will be limited to searching for prospective target businesses to acquire, the only third parties we currently expect
to engage would be vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective
target businesses. 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 their indemnity obligations and believe that our sponsor’s only assets are securities
of our company. 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 (i) $10.00 per public share or (ii) 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.
If we file a bankruptcy
or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,
the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency laws, and may be included in our
bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any
bankruptcy or 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 bankruptcy or winding-up petition or an involuntary bankruptcy or 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 bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.”
As a result, a bankruptcy or insolvency court could seek to recover all amounts received by our shareholders. Furthermore, our
board 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 earlier of (i) the completion of our initial business
combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our
amended and restated memorandum and articles of association to (A) 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 January 28, 2023 or (B) with respect to any other provision relating to shareholders’
rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to
complete our initial business combination by January 28, 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. In the event we seek shareholder approval in connection with
our initial business combination, a shareholder’s voting in connection with the business combination alone will not result
in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must
have also exercised its redemption rights described above.
Amended and restated memorandum and
articles of association
Our amended and restated
memorandum and articles of association contains certain requirements and restrictions relating to our initial public offering that
will apply to us until the consummation of our initial business combination. If we seek to amend any provisions of our amended
and restated memorandum and articles of association relating to shareholders’ rights or pre-business combination activity,
we will provide dissenting public shareholders with the opportunity to redeem their public shares in connection with any such vote.
Our sponsor, officers and directors have agreed to waive any redemption rights with respect to their founder shares and public
shares in connection with the completion of our initial business combination. Specifically, our amended and restated memorandum
and articles of association provides, among other things, that:
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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 shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed
business combination, into their pro rata share of the aggregate amount then on deposit in the trust account, including interest
(which interest shall be net of taxes payable) or (2) provide our public shareholders with the opportunity to tender their
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, including interest (which interest shall be net of taxes payable)
in each case subject to the limitations described herein;
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we will consummate our initial business combination
only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation and, solely if
we seek shareholder approval, obtain an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority
of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor
of the business combination;
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if our initial business combination is not consummated
by January 28, 2023, then our existence will terminate, and we will distribute all amounts in the trust account; and
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prior to our initial business combination, we may
not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or
(ii) vote on any initial business combination.
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These provisions cannot
be amended without the approval of holders of at least two-thirds of our ordinary shares. In the event we seek shareholder
approval in connection with our initial business combination, our amended and restated memorandum and articles of association provides
that we may consummate our initial business combination only if approved by an ordinary resolution under Cayman Islands law, being
the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who
vote at a general meeting in favor of the business combination.
Competition
In identifying, evaluating
and selecting a target business for our initial business combination, we may encounter intense competition from other entities
having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout
funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive
experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors
possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be
limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of
a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption
rights may reduce the resources available to us for our initial business combination and may not be viewed favorably by certain
target businesses. This may place us at a competitive disadvantage in successfully negotiating an initial business combination.
Conflicts of interest
Each of our directors
and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual
obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities
to such entity (including, but not limited to, Bridgetown 1). Accordingly, subject to his or her fiduciary duties under Cayman
Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to
which he or she has then current fiduciary or contractual obligations (including, but not limited to, Bridgetown 1), he or she
will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and
only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provides
that, subject to his or her fiduciary duties under Cayman Islands law, no director or officer shall be disqualified or prevented
from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any
director shall have an interest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction
in which he is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any
vote thereon by the board of directors. We do not believe, however, that any fiduciary duties or contractual obligations of our
directors or officers would materially undermine our ability to complete our business combination.
In addition, while
Pacific Century is an equity owner of PineBridge, Pacific Century does not control the investment activities of PineBridge or its
sponsored funds. Any assistance that PineBridge may provide to us, is subject to, among other things, PineBridge’s internal
policies and procedures, applicable laws, contractual obligations to third parties and PineBridge’s fiduciary obligations
to its clients. PineBridge is under no obligation to provide us with any assistance or to present us with any opportunity for a
potential business combination of which they become aware.
In certain circumstances,
and subject to, among other things, Thiel Capital’s internal policies and procedures, contractual obligations to third parties
and applicable laws and regulations, we may seek to draw upon Thiel Capital’s network and relationships to provide access
to deal prospects because of our management’s belief that such network and relationships have produced high-quality, high-value deals
and companies in the past, though neither Thiel Capital nor any related entity has any obligation or duty to us or our shareholders,
including without limitation any obligation or duty to present us with any opportunity for a potential business combination. We
may also potentially benefit from Thiel Capital’s network and relationships in identifying companies that may be appropriate
acquisition targets; however, neither Thiel Capital nor any of its related entities is obligated to identify any such target companies.
Any such activities are solely the responsibility of our management team. While Bridgetown 1 may also seek to draw upon Thiel Capital’s
network and relationships to provide access to deal prospects, we do not expect there to be much overlap in deal prospects due
to the fact that Bridgetown 1 is substantially larger in size than we are.
In addition to our
sponsor, members of our management team may directly or indirectly own our ordinary shares and/or private placement warrants following
our initial public offering, and, accordingly, may have a conflict of interest in determining whether a particular target business
is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors
may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of
any such officers and directors was included by a target business as a condition to any agreement with respect to 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 public accounting firm)
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 (i) $10.00 per public share or (ii) 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. This liability will not apply with respect
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. Because we are a blank check company, rather than an operating company, and our operations will be limited
to searching for prospective target businesses to acquire, the only third parties we currently expect to engage would be vendors
such as lawyers, investment bankers, computer or information and technical services providers or prospective target businesses.
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. We
have not asked our sponsor to reserve for such obligations.
Employees
We have one (1) officer
as of the date of this report. Members of our management team are not obligated to devote any specific number of hours to our matters
but they will devote as much of their time as they deem necessary to our affairs and intend to continue doing so until we have
completed our initial business combination. The amount of time that our officers or any other members of our management team devotes
in any time period may vary 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 Class A ordinary
shares are registered under the Exchange Act, and 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, our annual reports will contain
financial statements audited and reported on by our independent registered public accounting firm.
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 the PCAOB. These financial statement requirements may limit the pool
of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose
such 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 acquisition candidates, we do not believe that this limitation will be material.
We will be required
to evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley Act.
Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to have our internal
control procedures audited. A target company 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) the last day of the fiscal year (a) following the fifth anniversary of the completion
of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in
which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds
$700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion
in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company”
shall have the meaning associated with it in the JOBS Act.