Item 1. Business
General
We
are a blank check company, incorporated as a Cayman Islands exempted company 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
Annual Report as our initial business combination.
Freedom
Acquisition I Corp. was established by Tidjane Thiam, Adam Gishen and Abhishek Bhatia to leverage their extensive experience in acquiring,
building, operating and scaling global financial services businesses in constantly evolving environments. Mr. Thiam, with his more than
30 years of experience in financial services businesses, led global institutions like Credit Suisse and Prudential as CEO for 5 years
and 6 years, respectively. Mr. Gishen has over 20 years of experience in financial services and has held senior leadership responsibilities
in recent years at Credit Suisse running its Global Investor Relations and Corporate Communications functions. Mr. Bhatia has more than
20 years of global experience in life and general insurance and asset management and has created businesses from scratch, including a
technology-enabled life insurer in Europe and a full-stack digital insurer in Asia for which he served as CEO.
Company
History
On
December 31, 2020, the sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for
7,187,500 Class B ordinary shares, par value $0.0001 per share (the “founder shares”). On February 25, 2021, the Company
effected a share dividend whereby the Company issued 1,437,500 Class B ordinary shares, resulting in an aggregate of 8,625,000 Class
B ordinary shares outstanding and held by our sponsor. Our Class B ordinary shares will automatically convert into Class A ordinary shares,
on a one-for-one basis, upon the completion of a business combination. The number of founder shares issued was determined based on the
expectation that the founder shares would represent 20% of the issued and outstanding ordinary shares upon completion of the initial
public offering.
On
March 2, 2021, we completed our initial public offering of 34,500,000 units at a price of $10.00 per unit (the “units”),
generating gross proceeds of $345,000,000. Each unit consists of one of the Company’s Class A ordinary shares, par value $0.0001
per share, and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary
share at a price of $11.50 per share, subject to certain adjustments.
Substantially
concurrently with the completion of the initial public offering, our sponsor purchased an aggregate of 6,266,667 warrants (the “private
placement warrants”) at a price of $1.50 per warrant, or $9,400,000 in the aggregate. A total of $345,000,000, comprised of $338,595,000
of the proceeds from the initial public offering, including $12,075,000 of the underwriters’ deferred discount, and $6,405,000
of the proceeds of the sale of the private placement warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A.,
maintained by Continental Stock Transfer & Trust Company, acting as trustee.
On
April 16, 2021, we announced that, commencing April 19, 2021, holders of the 34,500,000 units sold in the initial public offering may
elect to separately trade the Class A ordinary shares and the warrants included in the units. Those units not separated continued to
trade on the New York Stock Exchange (“NYSE”) under the symbol “FACT.U” and the Class A ordinary shares and warrants
that were separated trade under the symbols “FACT” and “FACT WS,” respectively.
Amendment
to Amended and Restated Memorandum and Articles of Association
On
February 28, 2023, Freedom held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at
which holders of 35,373,848 ordinary shares, comprised of 26,773,848 Class A ordinary shares and 8,600,000 Class B ordinary
shares, were present in person or by proxy, representing approximately 82.02% of the voting power of the 43,125,000 issued and outstanding
ordinary shares of Freedom entitled to vote at the Extraordinary General Meeting at the close of business on January 23, 2023, which
was the record date (the “Record Date”) for the Extraordinary General Meeting (such shares, the “Outstanding Shares”).
The Outstanding Shares on the Record Date were comprised of 34,500,000 Class A ordinary shares and 8,625,000 Class B ordinary shares.
At
the Extraordinary General Meeting, the shareholders approved, by special resolution, the proposal (the “Extension Amendment Proposal”)
to amend the amended and restated memorandum and articles of association to extend the date by which Freedom must (i) consummate a merger,
amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which Freedom refers
to as its initial business combination, (ii) cease its operations except for the purpose of winding up if it fails to complete such initial
business combination, and (iii) redeem all of the Class A ordinary shares, included as part of the units sold in the initial public offering,
for an additional three months, from March 2, 2023 to June 2, 2023, and thereafter to up to three (3) times by an additional one month
each time (or up to September 2, 2023) (the “Extension Amendment,” and such period, as may be extended, the “Extension
Period”). The voting results for such proposal were as follows:
For | | |
Against | | |
Abstain | |
| 35,047,305 | | |
| 326,543 | | |
| 0 | |
In
connection with the Extension Amendment, public shareholders elected to redeem an aggregate of 23,256,504 Class A ordinary shares
at a redemption price of $10.21 per share, representing approximately 67.41% of the issued and outstanding Class A ordinary shares, for
an aggregate redemption amount of approximately $237,372,952. Following such redemptions, approximately $114,759,374 remained in the
trust account and 11,243,496 Class A ordinary shares remain outstanding.
At
the Extraordinary General Meeting, the public shareholders also approved the proposal to amend the Investment Management Trust Agreement,
dated as of February 25, 2021 (the “Trust Agreement”), by and between Freedom and Continental Stock Transfer & Trust
Company, as trustee (“Continental”), to reflect the Extension Amendment. The amendment to the Trust Agreement provides that
Continental shall commence liquidation of the trust account only and promptly (x) after its receipt of the applicable instruction letter
delivered by Freedom in connection with either the consummation of an initial business combination or Freedom’s inability to effect
an initial business combination within the time frame specified in Freedom’s amended and restated memorandum and articles of association
or (y) upon the date that is the later of the end of the Extension Period and such later date as may be approved by Freedom’s shareholders
in accordance with the amended and restated memorandum and articles of association, if the aforementioned termination letter has not
been received by Continental prior to such date. The voting results for such proposal were as follows:
For | | |
Against | | |
Abstain | |
| 35,047,305 | | |
| 326,543 | | |
| 0 | |
The
Proposed Business Combination
Business
Combination Agreement
On
October 3, 2022, Freedom entered into a Business Combination Agreement (as amended by the First Amendment to the Business Combination
Agreement dated December 26, 2022 and the Second Amendment to the Business Combination Agreement dated January 17, 2023, and as may be
further amended and supplemented from time to time, the “Business Combination Agreement”), with Jupiter Merger Sub I Corp.,
a Delaware corporation and a wholly owned subsidiary of Freedom (“First Merger Sub”), Jupiter Merger Sub II LLC, a Delaware
limited liability company and a wholly owned subsidiary of Freedom (“Second Merger Sub”), Complete Solaria, Inc. (formerly
known as Complete Solar Holding Corporation), a Delaware corporation (“Complete Solaria”) and The Solaria Corporation, a
Delaware corporation (“Solaria”).
The
Mergers
The
Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following
transactions will occur (together with the other agreements and transactions contemplated by the Business Combination Agreement, the
“Business Combination”):
| ● | at
the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”),
upon the terms and subject to the conditions thereof, and in accordance with the Delaware
General Corporation Law, as amended (the “DGCL”), (i) First Merger Sub will merge
with and into Complete Solaria, with Complete Solaria surviving as a wholly owned subsidiary
of Freedom, (ii) immediately thereafter and as part of the same overall transaction, Complete
Solaria will merge with and into Second Merger Sub, with Second Merger Sub surviving as a
wholly owned subsidiary of Freedom, and (iii) immediately after the consummation of the Second
Merger and as part of the same overall transaction, Solaria will merge with and into a newly
formed Delaware limited liability company and wholly-owned subsidiary of Freedom (“Third
Merger Sub”), with Third Merger Sub surviving as a wholly-owned subsidiary of Freedom
(the “Additional Merger,” and together with the First Merger and the Second Merger,
the “Mergers”); |
| ● | at
the Closing, all outstanding shares of capital stock of Complete Solaria (subject to certain
restrictions) and all options and warrants to acquire shares of capital stock of Complete
Solaria will convert into the right to receive shares of common stock, par value $0.0001
per share, of Freedom (after the Domestication (as defined below)) (“Freedom Common
Stock”) or comparable equity awards that are settled or are exercisable for shares
of Freedom Common Stock; and |
| ● | at
the Closing, Freedom will be renamed “Complete Solaria, Inc.” |
A
special committee (the “Freedom Special Committee”) of the Board of Directors of Freedom (the “Freedom Board”)
and the Freedom Board have (i) approved the Business Combination Agreement and the Business Combination and (ii) resolved to recommend
that the shareholders of Freedom approve the Business Combination Agreement and the Business Combination.
The
Domestication
Prior
to the Closing, subject to the approval of Freedom’s shareholders, and in accordance with the DGCL, the Cayman Islands Companies
Act (As Revised) (the “CICA”) and Freedom’s Amended and Restated Memorandum and Articles of Association, Freedom will
effect a deregistration under the CICA and a domestication under Section 388 of the DGCL (by means of filing a certificate of domestication
with the Secretary of State of the State of Delaware), pursuant to which Freedom’s jurisdiction of incorporation will be changed
from the Cayman Islands to the State of Delaware (the “Domestication”).
In
connection with the Domestication, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share,
of Freedom, will convert automatically, on a one-for-one basis, into a share of Freedom Common Stock, which is entitled to one vote per
share, (ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Freedom, will convert automatically,
on a one-for-one basis, into a share of Freedom Common Stock.
Conditions
to the Closing
The
obligation of the parties to consummate the Business Combination is subject to the satisfaction or waiver of certain closing conditions,
including (i) approval of the Business Combination and related matters by the respective shareholders of Freedom and Complete Solaria,
(ii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, as amended, (iii) the absence
of any law or injunctions prohibiting the consummation of the Mergers, (iv) Freedom having at least $5,000,001 of net tangible assets
upon the Closing, (v) the size and composition of the Board conforming to the requirements set forth in the Business Combination Agreement,
(vi) receipt of approval for listing by The New York Stock Exchange of the shares of Freedom common stock to be issued in the Business
Combination, (vii) effectiveness of the registration statement on Form S-4 filed by Freedom in connection with the Business Combination
and (viii) the receipt by the Freedom Board or Freedom Special Committee of a fairness opinion from a reputable financial advisory or
valuation firm with respect to the Business Combination (which was received on October 31, 2022).
Other
conditions to Freedom’s obligation to consummate the Business Combination include (i) the consummation of the Required Transaction
(as defined below) (which was consummated on November 4, 2022) and (ii) the receipt by Complete Solaria of certain consents.
Each
party’s obligation to consummate the Business Combination is also conditioned upon the accuracy of the other party’s representations
and warranties, subject to customary materiality and material adverse effect qualifiers, and the performance in all material respects
by the other party of its covenants in the Business Combination Agreement to be performed as of or prior to the Closing.
Covenants
The
Business Combination Agreement contains additional covenants, including, among others, providing for (i) the parties to conduct their
respective businesses in the ordinary course through the Closing, (ii) the parties to not initiate any negotiations or enter into any
agreements for certain alternative transactions, (iii) Complete Solaria to prepare and deliver to Freedom certain audited and unaudited
consolidated financial statements of Complete Solaria and its subsidiaries (including Solaria), (iv) Freedom to prepare and file a registration
statement on Form S-4, including a proxy statement/prospectus, and to take certain other actions to obtain the requisite approval of
Freedom shareholders of certain proposals regarding the Business Combination (including the Domestication), (v) the parties to use reasonable
best efforts to obtain necessary approvals from governmental authorities, (vi) if determined in good faith by Freedom and Complete Solaria
that it is probable that the Business Combination will be consummated after March 1, 2023, and subject to the conditions set forth in
the Business Combination Agreement, Freedom to seek the approval of its shareholders to amend its organizational documents to extend
the time period for Freedom to consummate its initial business combination for six months from March 1, 2023 to September 1, 2023 (which
was obtained on February 28, 2023).
Governance
Pursuant
to the Business Combination Agreement, the board of directors of Complete Solaria following the Closing will consist of no more than
seven directors, to initially consist of (i) the individuals designated by Complete Solaria prior to Closing, consisting of a majority
of “independent” directors for the purposes of NYSE rules and (ii) Tidjane Thiam and Adam Gishen (or any other substitute
director designated by the Sponsor, subject to the prior approval of Complete Solaria). Complete Solaria has agreed to cause Mr. Thiam to
be nominated for election to its board of directors at each of its first three annual meetings of stockholders following the Closing.
Representations
and Warranties
The
Business Combination Agreement contains customary representations and warranties by Freedom, First Merger Sub, Second Merger Sub and
Complete Solaria. The representations and warranties of the parties to the Business Combination Agreement will not survive the Closing.
Termination
The
Business Combination Agreement contains the following termination rights:
| ● | the
right of the parties to terminate the Business Combination Agreement by mutual consent; |
| ● | the
right of either Freedom or Complete Solaria to terminate the Business Combination Agreement if: |
| - | shareholders
of the other party fail to approve the Business Combination; |
| - | any
governmental authority issues or otherwise enters a final, nonappealable order making consummation
of the Mergers illegal or otherwise prevents or prohibits consummation of the Mergers; |
| - | the
other party breaches its representations, warranties, covenants or other agreements contained
in the Business Combination Agreement in a way that would entitle the party seeking to terminate
the Business Combination Agreement to not consummate the Business Combination, subject to
the right of the breaching party to cure the breach; |
| - | the
Required Transaction has not been consummated within 30 days following the date of the Business
Combination Agreement (this termination right is no longer applicable as the Required Transaction
was consummated on November 4, 2022); |
| - | the
Freedom Board or Freedom Special Committee has not received a fairness opinion from a reputable
financial advisory or valuation firm with respect to the Business Combination within 30 days
of the date of the Business Combination Agreement and such party exercises the right to termination
within such 30 day period (this termination right is no longer applicable as such fairness
opinion was received on October 31, 2022); or |
| - | the
Closing has not occurred on or before the end of the Extension Period; |
| ● | the
right of Complete Solaria to terminate the Business Combination Agreement if the Freedom
Board or Freedom Special Committee changes its recommendation with respect to the Business
Combination. |
Certain
Related Agreements and Transactions
The
Required Transaction
On
October 3, 2022, Complete Solar Holding Corporation (the predecessor of Complete Solaria) entered into that certain Agreement and Plan
of Merger with Complete Solaria Midco, LLC, a Delaware limited liability company and a wholly owned subsidiary of Solaria (“Midco”),
Complete Solaria Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Midco, Solaria and Fortis Advisors, LLC, a
Delaware limited liability company, solely in its capacity as the representative of Complete Solaria’s stockholders (the “Required
Transaction”). On November 4, 2022, the Required Transaction was consummated.
Complete
Solaria Convertible Note Financing
On
October 3, 2022, Complete Solaria entered into note subscription agreements (the “Pre-Signing Complete Solaria Subscription Agreements”)
with certain investors, consisting of (i) Rodgers Massey Revocable Living Trust (“RMRLT”), which is affiliated with T.J.
Rodgers, a former investor in Solaria, (ii) Tidjane Thiam, Executive Chairman of Freedom, (iii) Adam Gishen, Chief Executive Officer
of Freedom, and (iv) NextG, an affiliate of Edward Zeng, a director of Freedom, pursuant to which such investors agreed to purchase convertible
notes from Complete Solaria for an aggregate purchase price of $7 million. In addition, RMRLT purchased convertible notes from Complete
Solaria following the consummation of the Required Transaction in an amount equal to approximately $6.7 million in consideration for
RMRLT’s former investment in Solaria, which was assumed and cancelled by Complete Solaria.
The
Business Combination Agreement also contemplates that, following the date of the Business Combination Agreement, Complete Solaria will
enter into additional subscription agreements on terms substantially similar to, or no less favorable in all material respects to Complete
Solaria than, the Pre-Signing Complete Solaria Subscription Agreements (the “Post-Signing Complete Solaria Subscription Agreements”
and, together with the Pre-Signing Complete Solaria Subscription Agreements, the “Complete Solaria Subscription Agreements”)
with additional investors pursuant to which such investors agree, subject to the terms and conditions set forth therein, to purchase
convertible notes from Complete Solaria for an aggregate purchase price of up to $23 million. In November 2022, December 2022, and February
2023, Complete Solaria entered into note subscription agreements with additional investors, pursuant to which such investors purchased
convertible notes from Complete Solaria for an aggregate purchase price of $16 million.
Sponsor
Support Agreement
On
October 3, 2022, Freedom entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) with Freedom Acquisition
I LLC, a Cayman Islands limited liability company (the “Sponsor”), certain directors and officers of Freedom, and Complete
Solaria, pursuant to which the Sponsor and each such director and officer of Freedom has agreed to, among other things, (i) vote in favor
of the Business Combination Agreement and the transactions contemplated thereby, (ii) not redeem their Freedom ordinary shares, (iii)
from the Closing, at each of the first three annual meetings of the stockholders of Complete Solaria vote all of their shares of common
stock of Complete Solaria in favor of Mr. Thiam for election to the board of directors of Complete Solaria, and (iv) be bound by certain
other agreements and covenants related to the Business Combination, including vesting and forfeiture restrictions with respect to certain
shares held by the Sponsor.
Complete
Solaria Stockholder Support Agreement
On
October 3, 2022, Freedom entered into a Company Stockholders Support Agreement (the “Complete Solaria Stockholder Support Agreement”)
with Complete Solaria and certain stockholders of Complete Solaria (the “Complete Solaria Stockholders”). Under the Complete
Solaria Stockholder Support Agreement, each Complete Solaria Stockholder has agreed to, among other things (i) vote its shares, (ii)
execute and deliver a written consent adopting the Business Combination Agreement and related transactions and approving the Business
Combination, (iii) from the Closing, at each of the first three annual meetings of the stockholders of Complete Solaria vote all of its
shares of Complete Solaria common stock in favor of Mr. Thiam for election to the board of directors of Complete Solaria, and (iv) be
bound by certain other agreements and covenants related to the Business Combination.
Amended
and Restated Registration Rights Agreement
The
Business Combination Agreement contemplates that, at the Closing, Complete Solaria, the Sponsor, certain equityholders of Complete Solaria
and certain of their respective affiliates, as applicable, and the other parties thereto, will enter into an Amended and Restated Registration
Rights Agreement (the “A&R Registration Rights Agreement”), pursuant to which Complete Solaria will grant customary registration
rights to the other parties thereto, including to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended
(the “Securities Act”), certain securities of Complete Solaria held by the other parties thereto.
Lock-Up
Agreement
The
Business Combination Agreement contemplates that, at the Closing, Complete Solaria, the Sponsor, the Sponsor Key Holders (as defined
in the Lock-Up Agreement) and Complete Solaria Key Holders (as defined in the Lock-Up Agreement), will enter into a Lock-Up Agreement
(the “Lock-Up Agreement”).
The
Lock-Up Agreement contains certain restrictions on transfer with respect to securities of Complete Solaria to be held by the Sponsor,
Sponsor Key Holders and Complete Solaria Key Holders immediately following the Closing (including shares of Complete Solaria common stock
and any such shares issuable upon the exercise, conversion or settlement of derivative securities and promissory notes). Such restrictions
begin at the Closing and end on the earlier of (x) the 12 month anniversary of the Closing and (y) the date on which the volume weighted
average price of Complete Solaria common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period beginning after the date that is
180 calendar days after the Closing and ending 365 calendar days following the Closing.
Except
as specifically discussed, this Annual Report does not assume the closing of the Business Combination and related transactions.
Initial
Business Combination
The
rules of the NYSE require and our amended and restated memorandum and articles of association provide that we must consummate an initial
business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets
held in the trust account (excluding the amount of any deferred underwriting commission held in trust) as determined at the time of our
signing a definitive agreement in connection with our initial business combination. This is the case with respect to the proposed Business
Combination with Complete Solaria. If we do not complete the proposed Business Combination with Complete Solaria, and instead pursue
an alternative business combination and our board of directors is not able to independently determine the fair market value of our initial
business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment
banking firm or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our
board of directors will be able to make an independent determination of the fair market value of our initial business combination, it
may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount
of uncertainty as to the value of the target’s assets or prospects. In addition, we have agreed not to enter into a definitive
agreement regarding an initial business combination without the prior written consent of NextG. NextG has consented to our proposed Business
Combination with Complete Solaria.
Our
proposed Business Combination with Complete Solaria is structured so that the post-transaction company will own all of the equity interests
of Complete Solaria. If we do not complete the proposed Business Combination and pursue an alternative initial business combination,
we may structure it similarly or we may structure it such that the post-transaction company owns or acquires less than 100% of the equity
interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other
reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required
to register as an investment company under the Investment Company Act 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-business combination company, depending on valuations ascribed to the
target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares
in exchange for all of the outstanding capital stock, shares or other equity interests of a target, or issue a substantial number of
new shares to third parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling
interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior
to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business
combination. If less than 100% of the outstanding 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 taken into account
for purposes of the 80% of net assets test described above. If the 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.
Corporate
Information
Our
executive offices are located at 14 Wall Street, 20th Floor, New York, 10005, and our telephone number is (212) 618-1798. Our corporate
website address is freedomac1.com. Our website and the information contained on, or that can be accessed through, the website is not
deemed to be incorporated by reference in, and is not considered part of, this Annual Report.
We
are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman
Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received
a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised)
of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing
any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be
levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on
or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend
or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a
debenture or other obligation of us.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (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 of 2002, or 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 Class A ordinary shares that are held by non-affiliates
exceeds $700 million as of the prior June 30, 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” will have the meaning associated
with it in the JOBS Act.
Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary
shares held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million
during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not exceed $700 million as of
the prior June 30.
Effecting
Our Initial Business Combination
On
October 3, 2022, we entered into a Business Combination Agreement to consummate a proposed Business Combination with Complete Solaria,
as described under “— The Proposed Business Combination.” If the proposed Business Combination with Complete Solaria
is not consummated, we may seek to effectuate a business combination with another target business, as described below.
General
We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our initial public
offering. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the
sale of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant
to forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to bank
or other lenders or the owners of the target, or a combination of the foregoing. We may seek to complete our initial business combination
with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to
the numerous risks inherent in such companies and businesses.
If
our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for
payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares,
we may use the balance of the cash released to us from the trust account following the closing 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.
Sources
of Target Businesses
We
anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers
and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited
through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited
basis, since many of these sources will know what types of businesses we are targeting. Our officers and directors, as well as their
affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as
a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition,
we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result
of the track record and business relationships of our officers and directors. While we do not presently anticipate engaging the services
of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or
other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined
in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management
determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us
on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder’s
fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.
In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be
paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to
effectuate, the completion of our initial business combination (regardless of the type of transaction that it is).
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors,
or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors.
In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors,
a committee of independent and disinterested directors would consider, review and approve the transaction. Additionally, we, or a committee
of independent and disinterested directors, would obtain an opinion from an independent investment banking firm or a valuation or appraisal
firm that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such
an opinion in any other context.
Evaluation
of a Target Business and Structuring of Our Initial Business Combination
In
evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings
with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable,
as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move
forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.
The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately
completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company
will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or
in connection with our initial business combination.
In
addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior written
consent of NextG. NextG has consented to our proposed Business Combination with Complete Solaria.
Lack
of Business Diversification
For
an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely
on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with
multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate
the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of
diversification may:
| ● | subject
us to 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 |
| ● | cause
us to depend on the marketing and sale of a single product or limited number of products
or services. |
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 Class A 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 calculated as of two business days prior to the consummation of our initial business combination, including interest earned on
the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public
shares, subject to the limitations and on the conditions described herein. At the completion of our initial business combination, we
will be required to purchase any ordinary shares properly delivered for redemption and not withdrawn. The amount in the trust account
is initially anticipated to be $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. There will be no redemption rights
upon the completion of our initial business combination with respect to our warrants. Our initial shareholders, 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 any founder shares and public shares held by them in connection with the completion of our initial business combination.
Limitations
on Redemptions
Our
amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that
would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum
cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate
purposes or (iii) the retention of cash to satisfy other conditions. 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 initial business combination exceed the aggregate amount of cash available to us, we will not complete
the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the
holders thereof. We may, however, raise funds through the issuance of equity or equity-linked securities or through loans, advances or
other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop
arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
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 initial business combination
or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed
initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of
factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval
under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer. Asset acquisitions
and share purchases would not typically require shareholder approval while direct mergers with our company and any transactions where
we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles
of association would typically require shareholder approval. So long as we obtain and maintain a listing for our securities on the NYSE,
we will be required to comply with the NYSE’s shareholder approval rules.
The
requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed
above is contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we
maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by holders of
two-thirds of our ordinary shares entitled to vote thereon, so long as we offer redemption in connection with such amendment.
If
we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will,
pursuant to our amended and restated memorandum and articles of association:
| ● | conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the
Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender
offer rules, and |
| ● | file
proxy materials with the SEC. |
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.
If
we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman
Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company.
A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting
are represented in person or by proxy. Our initial shareholders, sponsor, officers and directors will count toward this quorum and, pursuant
to the letter agreement, our initial shareholders, sponsor, officers and directors have agreed to vote any founder shares and public
shares held by them in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes
will have no effect on the approval of our initial business combination once a quorum is obtained. These quorum and voting thresholds,
and the voting agreement of our initial shareholders, officers and directors, may make it more likely that we will consummate our initial
business combination. Each public shareholder may elect to redeem their public shares without voting and, if they do vote, irrespective
of whether they vote for or against the proposed transaction.
If
a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other reasons, we will:
| ● | conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate
issuer tender offers, and |
| ● | file
tender offer documents with the SEC prior to completing our initial business combination
which contain substantially the same financial and other information about the initial business
combination and the redemption rights as is required under Regulation 14A of the Exchange
Act, which regulates the solicitation of proxies. |
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 the number of public shares we are permitted to redeem. 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.
Upon
the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we
and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open
market, in order to comply with Rule 14e-5 under the Exchange Act.
We
intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their
shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent
or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian)
system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials,
this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In
addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption
of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote
in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, 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. We believe that this will allow our transfer agent to efficiently process
any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions
and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search
for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their
shares.
Our
amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that
would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum
cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate
purposes or (iii) the retention of cash to satisfy other conditions. 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 initial business combination exceed the aggregate amount of cash available to us, we will not complete
the initial 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
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to
more than an aggregate of 15% of the shares sold in our initial public offering (the “Excess Shares”) without our prior consent.
We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders
to use their ability to redeem their shares as a means to force us, our sponsor or our management 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, our sponsor or our management at a premium to the then-current market price or on other undesirable terms.
By limiting our shareholders’ ability to redeem to 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.
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.
Delivering
Share Certificates in Connection with the Exercise of Redemption Rights
As
described above, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders
or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer
agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal
At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy
materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination.
In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption
of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote
in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, 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 up to two business days prior
to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer
materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise
its redemption rights. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender
offer materials, as applicable, its shares may not be redeemed. 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 process and the act of certificating the shares or delivering them through the
DWAC system. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $80.00 and it
would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless
of whether or not we require holders seeking to exercise redemption rights to submit or 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.
Any
request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer
documents, as applicable (unless we elect to allow additional withdrawal rights). Furthermore, if a holder of a public share delivered
its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect
to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).
It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed
promptly after the completion of our initial business combination.
If
our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their
redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case,
we will promptly return any certificates delivered by public holders who elected to redeem their shares.
Redemption
of Public Shares and Liquidation if No Initial Business Combination
If
we have not completed our initial business combination during the Extension Period, we will: (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned
on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided
by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in each
case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements
of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless
if we fail to complete our initial business combination during the Extension Period.
Our
initial shareholders, 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 any founder shares held by them if we fail to complete
our initial business combination during the Extension Period. However, if our sponsor or management team acquire public shares, they
will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial
business combination during the Extension Period.
Our
initial shareholders, sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose
any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation
to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated
an initial business combination during the Extension Period or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public
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 earned on the funds held in the trust account and not previously released to us to pay our taxes, divided
by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible
assets to be less than $5,000,001. 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, we would not proceed with the amendment or the related redemption of
our public shares at such time.
We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from amounts held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.
However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the
extent that there is any interest accrued in the trust account not required to pay income taxes on interest income earned on the trust
account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest income to
pay those costs and expenses.
If
we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other than the
proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share
redemption amount received by shareholders upon our dissolution would be approximately $10.00. The funds 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 will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit
of our public shareholders, 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 consider whether competitive
alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such
third party’s engagement would be in the best interests of the company under the circumstances. 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. Marcum LLP, our independent registered
public accounting firm, and the underwriters of our initial public offering will not execute agreements with us waiving such claims to
the monies held in the trust account. 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. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable
to us if and to the extent any claims by a third party (other than Marcum LLP, our independent registered public accounting firm) for
services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent,
confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below
the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the
liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, in each case
less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed
a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply
to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities
under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently
verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets
are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result,
if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions
could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination,
and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
In
the event that the funds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount
per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share
due to reductions in the value of the trust assets, in each case less taxes payable, 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
if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable
or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims
of creditors the actual value of the per-share redemption price will not be substantially less than $10.00 per share.
We
will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring
to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to 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. 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.
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 funds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy
estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims
deplete the trust account, 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 some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its
fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive
damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons.
Our
public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares
if we do not complete our initial business combination during the Extension Period, (ii) in connection with a shareholder vote to amend
our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business
combination during the Extension Period or (B) with respect to any other material provisions relating to shareholders’ rights or
pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial
business combination. 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. These provisions of our amended
and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association,
may be amended with a shareholder vote.
Conflicts
of Interest
Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to
such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for
an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.
Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i)
no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain
from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any
interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate
opportunity for any director or officer on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties
or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.
Facilities
We
currently utilize office space at 14 Wall Street, 20th Floor, New York, 10005. We consider our current office space adequate for our
current operations.
Employees
We
currently have one officer, Adam Gishen. Mr. Gishen and any additional officers that may be appointed are not obligated to devote any
specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we
have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a
target business has been selected for our initial business combination and the stage of the business combination process we are in. We
have engaged certain employees and advisors to assist us with the completion of our initial business combination.
Item 1A. Risk Factors
An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this Annual Report, before making a decision to invest in our securities. If any of the following
events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading
price of our securities could decline, and you could lose all or part of your investment.
Risks
Associated with the Business Combination Agreement
We
may not be able to complete the proposed Business Combination with Complete Solaria. If we are unable to do so, we will incur substantial
costs associated with withdrawing from the transaction and may not be able to find additional sources of financing to cover those costs.
In
connection with the Business Combination Agreement, we have incurred substantial costs researching, planning and negotiating the transaction.
These costs include, but are not limited to, costs associated with securing sources of debt financing, costs associated with employing
and retaining third-party advisors who performed the financial, auditing and legal services required to complete the transaction, and
the expenses generated by our officers, executives, managers and employees in connection with the transaction. If, for whatever reason,
the transactions contemplated by the Business Combination Agreement fail to close, we will be responsible for these costs, but will have
no source of revenue with which to pay them. We may need to obtain additional sources of financing in order to meet our obligations,
which we may not be able to secure on the same terms as our existing financing or at all. If we are unable to secure new sources of financing
and do not have sufficient funds to meet our obligations, we will be forced to cease operations and liquidate the trust account.
If
the proposed Business Combination with Complete Solaria fails, it may be difficult to complete a business combination with a new prospective
target business, negotiate and agree to a new business combination, and/or arrange for new sources of financing by the end of the Extension
Period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
Finding,
researching, analyzing and negotiating with Complete Solaria took a substantial amount of time and effort, and if the proposed Business
Combination with Complete Solaria fails for any reason, we may not be able to find, research, negotiate and agree to terms with, and/or
arrange for new sources of financing for a business combination with, a new prospective target business during the Extension Period,
in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
Risks
Associated with Our Business Strategy and Business Combination
We
are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve
our business objective.
We
are a blank check company incorporated under the laws of the Cayman Islands and all of our activities to date have been related to our
formation, our initial public offering and our search for a business combination target. Because we lack an operating history, you have
no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. If we fail
to complete our initial business combination, we will never generate any operating revenues.
Past
performance by our management team, directors, advisors and their respective affiliates, including investments and transactions in which
they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment
in the Company.
Information
regarding our management team, directors, advisors and their respective affiliates, including investments and transactions in which they
have participated and businesses with which they have been associated, is presented for informational purposes only. Not all of the businesses
in which our management team directors, advisors or their respective affiliates have invested have achieved the same level of value creation.
Any past experience and performance by our management team, directors, advisors and their respective affiliates and the businesses with
which they have been associated, is not a guarantee that we will be able to successfully complete our initial business combination, that
we will be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we
may consummate. You should not rely on the historical experiences of our management team directors, advisors and their respective affiliates,
including investments and transactions in which they have participated and businesses with which they have been associated, as indicative
of the future performance of an investment in us or as indicative of every prior investment by each of the members of our management
team directors, advisors or their respective affiliates. The market price of our securities may be influenced by numerous factors, many
of which are beyond our control, and our shareholders may experience losses on their investment in our securities.
We
may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.
We
will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented
to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management
will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately
ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our securities will not ultimately
prove to be less favorable to investors than a direct investment, if an opportunity were available, in a business combination candidate.
In the event we elect to pursue a business combination outside of the areas of our management’s expertise, our management’s
expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding
the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As
a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders
or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in
the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value.
Although
we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may
enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target
business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria
and guidelines.
Although
we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business
with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial
business combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful
as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective
business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise
their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to
have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable
law, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder
approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable
to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust
account that are available for distribution to public shareholders, and our warrants will expire worthless.
Unless
we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion regarding fairness,
and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders
from a financial point of view.
Unless
we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion that such an initial
business combination is fair to our company from a financial point of view. While we have obtained a fairness opinion with respect to
the proposed Business Combination with Complete Solaria, if the transaction is not consummated and we seek to effectuate a business combination
with another target and no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will
determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in
our proxy materials or tender offer documents, as applicable, related to our initial business combination.
We
have engaged or intend to engage one or more of the underwriters of our initial public offering or their affiliates to provide additional
services to us, including to act as financial advisor in connection with an initial business combination or as placement agent in connection
with a related financing transaction. The underwriters of our initial public offering are entitled to receive deferred commissions that
will be released from the trust only on a completion of an initial business combination. These financial incentives may cause the underwriters
to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the
consummation of an initial business combination.
We
have engaged or intend to engage one or more of the underwriters of our initial public offering or their affiliates to provide additional
services to us, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent
in a private offering or arranging debt financing. We will pay the underwriters or their affiliates fair and reasonable fees or other
compensation that would be determined at that time in an arm’s length negotiation. The underwriters are also entitled to receive
deferred commissions that are conditioned on the completion of an initial business combination. The fact that the underwriters or their
affiliates’ financial interests are tied to the consummation of a business combination transaction may give rise to potential conflicts
of interest in providing any such additional services to us, including potential conflicts of interest in connection with the consummation
of an initial business combination.
We
may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record
of revenue or earnings.
To
the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking
an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which
we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile
revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors
will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all
of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be
outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target
business.
We
may attempt to complete our initial business combination with a private company about which little information is available, which may
result in a business combination with a company that is not as profitable as we suspected, if at all.
In
pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company.
Very little public information generally exists about private companies, and we could be required to make our decision on whether to
pursue a potential initial business combination on the basis of limited information, which may result in a business combination with
a company that is not as profitable as we suspected, if at all.
We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
We
may choose to incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness
unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust
account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account.
Nevertheless,
the incurrence of debt could have a variety of negative effects, including:
| ● | default
and foreclosure on our assets if our operating revenues after an initial business combination
are insufficient to repay our debt obligations; |
| ● | acceleration
of our obligations to repay the indebtedness even if we make all principal and interest payments
when due if we breach certain covenants that require the maintenance of certain financial
ratios or reserves without a waiver or renegotiation of that covenant; |
| ● | our
immediate payment of all principal and accrued interest, if any, if the debt is payable on
demand; |
| ● | our
ability to obtain such financing while the debt is outstanding; |
| ● | our
inability to pay dividends on our Class A ordinary shares; |
| ● | using
a substantial portion of our cash flow to pay principal and interest on our debt, which will
reduce the funds available for dividends on our Class A ordinary shares if declared, expenses,
capital expenditures, acquisitions and other general corporate purposes; |
| ● | limitations
on our flexibility in planning for and reacting to changes in our business and in the industry
in which we operate; |
| ● | increased
vulnerability to adverse changes in general economic, industry and competitive conditions
and adverse changes in government regulation; and |
| ● | limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt. |
Our
search for a business combination, and any prospective partner business with which we ultimately consummate a business combination, may
be materially adversely affected by the coronavirus (COVID-19) pandemic and other events and the status of debt and equity markets.
We
may be unable to complete a business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have
meetings with potential investors or the prospective partner business’s personnel, vendors and services providers are unavailable
to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination
will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning
the severity of COVID-19, the emergence of new COVID-19 variants and the actions to contain COVID-19 or treat its impact, among others.
If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time or other events (such
as the ongoing military conflict between Russia and Ukraine, terrorist attacks, natural disasters or a significant outbreak of other
infectious diseases) occur, our ability to consummate a business combination, or the operations of a prospective partner business with
which we ultimately consummate a business combination, may be materially adversely affected. In addition, our ability to consummate a
transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events (such
as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including as a result of increased market
volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Finally, the
outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this “Item 1A.-Risk Factors”
section, such as those related to the market for our securities and cross-border transactions.
We
may only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placement
warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This
lack of diversification may negatively impact our operations and profitability.
After
giving effect to the redemption of 23,256,504 Class A ordinary shares in connection with the Extension Amendment, we have approximately
$111,740,624 in our trust account that we may use to complete our initial business combination (after taking into account the $3,018,750
of deferred underwriting commissions being held in the trust account).
We
may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within
a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business
because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma
financial statements with the SEC that present operating results and the financial condition of several target businesses as if they
had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification
may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations
or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete
several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success
may be:
| ● | solely
dependent upon the performance of a single business, property or asset, or |
| ● | dependent
upon the development or market acceptance of a single or limited number of products, processes
or services. |
This
lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial
adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
We
may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete
our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
If
we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers
to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make
it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we
could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence
investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations
and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks,
they could negatively impact our profitability and results of operations.
Our
management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance
that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably
operate such business.
We
may structure our initial business combination so that the post-business combination company in which our public shareholders own shares
will own or acquire less than 100% of the outstanding equity interests or assets of a target business, but we will only complete such
business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as an investment
company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. 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-business combination company, depending on valuations ascribed to the target and us in the business
combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the
outstanding capital stock, shares or other equity interests of a target, or issue a substantial number of new shares to third-parties
in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target.
However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to such transaction could
own less than a majority of our issued and outstanding shares subsequent to such transaction. In addition, other minority shareholders
may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares
than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the
target business.
We
are dependent upon our officers and directors and their loss could adversely affect our ability to operate. In addition, reputational
harm to our officers and directors could have adverse consequences on our ability to operate or consummate a business combination.
Our
operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that
our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination.
In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will
have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations
and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our
directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect
on us.
In
addition, certain of our officers and directors are currently, and may in the future be, a party to litigation, regulatory and other
government investigations and enforcement actions. This includes enforcement proceedings initiated by the Swiss Financial Market Supervisory
Authority (FINMA) against Credit Suisse in September 2020, which covers the period during which certain of our officers and directors
were executives of Credit Suisse. Whether or not such proceedings are determined adversely to our officers and directors, the negative
publicity and reputational harm associated with such proceedings may divert resources and the attention of management from our business
and adversely impact our ability to consummate a business combination.
Our
ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of
our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact
the operations and profitability of our post-combination business.
Our
ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key
personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target
business in senior management or advisory positions following our initial business combination, it is likely that some or all of the
management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial
business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be
unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources
helping them become familiar with such requirements.
In
addition, the directors and officers of an acquisition candidate may resign upon completion of our initial business combination. The
departure of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination
business. The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be
ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain
associated with the post-combination company following our initial business combination, it is possible that members of the management
of an acquisition candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability
of our post-combination business.
Our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination,
and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may
provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts
of interest in determining whether a particular business combination is the most advantageous.
Our
key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to
negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously
with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments
and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could
make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such
individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman
Islands law.
We
may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business
combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
When
evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the
target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications
or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary
to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly,
any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer
a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in
value.
The
officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business
combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
The
role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated
with the post-combination business following our initial business combination, it is possible that members of the management of an acquisition
candidate will not wish to remain in place.
We
may issue additional Class A ordinary shares or preferred shares to complete our initial business combination or under an employee incentive
plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder
shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions
contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders
and likely present other risks.
Our
amended and restated memorandum and articles of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par
value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001
per share. As of December 31, 2022, there were 165,500,000 and 11,375,000 authorized but unissued Class A ordinary shares and Class B
ordinary shares, respectively, available for issuance which amounts do not take into account shares reserved for issuance upon exercise
of outstanding warrants or shares issuable upon conversion of the Class B ordinary shares. The Class B ordinary shares are automatically
convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination,
initially at a one-for-one ratio but subject to adjustment as set forth in our amended and restated memorandum and articles of association,
including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related to our initial business
combination. As of December 31, 2022, there were no preferred shares issued and outstanding.
We
may issue a substantial number of additional Class A ordinary shares or preferred shares to complete our initial business combination
or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon
conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result
of the anti-dilution provisions as set forth in our amended and restated memorandum and articles of association or in connection with
the redemption of our public warrants. However, our amended and restated memorandum and articles of association provide, among other
things, that prior to our initial business combination, we may not issue additional securities that would entitle the holders thereof
to (i) receive funds from the trust account or (ii) vote on any initial business combination. These provisions of our amended and restated
memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be
amended with a shareholder vote. The issuance of additional ordinary or preferred shares may:
| ● | significantly
dilute the equity interest of holders of our Class A ordinary shares, which dilution would
increase in the anti-dilution provisions in the Class B ordinary shares result in the issuance
of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class
B ordinary shares; |
| ● | subordinate
the rights of holders of Class A ordinary shares if preferred shares are issued with rights
senior to those afforded our Class A ordinary shares; |
| ● | cause
a change in control if a substantial number of our Class A ordinary shares are issued, which
may affect, among other things, our ability to use our net operating loss carry forwards,
if any, and could result in the resignation or removal of our present officers and directors; |
| ● | have
the effect of delaying or preventing a change of control of us by diluting the share ownership
or voting rights of a person seeking to obtain control of us; |
| ● | adversely
affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
| ● | not
result in adjustment to the exercise price of our warrants. |
Unlike
some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary
shares if we issue certain shares to consummate an initial business combination.
The
founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of
our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like, and subject to further adjustment as provided in our amended and restated memorandum and articles of
association. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection
with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal,
in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions
of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or
issuable upon conversion or exercise of any equity-linked securities issued or deemed issued, by the Company in connection with the consummation
of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible
into Class A ordinary shares issued, deemed issued or to be issued, to any seller in the initial business combination and any private
placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion
of founder shares will never occur on a less than one-for-one basis.
Resources
could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts
to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders
may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders,
and our warrants will expire worthless.
The
investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants
and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed
transaction likely would not be recoverable. Furthermore, we may fail to complete our initial business combination for any number of
reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred, which could materially
adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business
combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for
distribution to public shareholders, and our warrants will expire worthless.
Our
public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote,
holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though
a majority of our public shareholders do not support such a combination.
We
may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder
approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder
approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us,
solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the
transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our founder
shares will participate in the vote on such approval and have agreed to vote in favor of our initial business combination. Accordingly,
we may complete our initial business combination even if holders of a majority of our ordinary shares do not approve of the business
combination we complete.
Your
only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your
right to redeem your shares from us for cash.
At
the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial
business combination. While we will hold a shareholder vote to approve our proposed Business Combination with Complete Solaria, if the
Business Combination is not consummated and we seek to effectuate a business combination with another target business, our board of directors
may complete such business combination without seeking shareholder approval, and then public shareholders may not have the right or opportunity
to vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity to effect your investment
decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which
will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our
initial business combination.
If
we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in
favor of such initial business combination, regardless of how our public shareholders vote.
Our
initial shareholders own approximately 43.4% of our issued and outstanding ordinary shares (after giving effect to the redemption of
23,256,504 Class A ordinary shares in connection with the Extension Amendment). Our initial shareholders and management team also may
from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and
articles of association provide that, if we seek shareholder approval of an initial business combination, such initial business combination
will be approved if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of
the shareholders who attend and vote at a general meeting of the company, including the founder shares. As a result, in addition to our
initial shareholders’ founder shares, we would need 1,309,249, or 11.6%, of the 11,243,496 Class A ordinary shares to be voted
in favor of an initial business combination in order to have our initial business combination approved. Accordingly, if we seek shareholder
approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial
business combination will increase the likelihood that we will receive an ordinary resolution, being the requisite shareholder approval
for such initial business combination.
We
do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete
our initial business combination with which a substantial majority of our shareholders do not agree.
Our
amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that
would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum
cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate
purposes or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination
even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if
we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor,
officers, directors, advisors or any of their affiliates. 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, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we
instead may search for an alternate business combination.
We
have amended our amended and restated memorandum and articles of association to extend the time to consummate an initial business combination,
and we cannot assure you that we will not seek to further amend our amended and restated memorandum and articles of association or governing
instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
In
order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions
of their charters and governing instruments, including their warrant agreements. For example, we have amended our amended and restated
memorandum and articles of association to extend the time to consummate an initial business combination, and other special purpose acquisition
companies have amended the definition of business combination, increased redemption thresholds and, with respect to their warrants, amended
their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated
memorandum and articles of association requires a special resolution under Cayman Islands law, which requires the affirmative vote of
a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company (other than amendments
relating to the rights of holders of Class B ordinary shares to appoint or remove directors, which may be amended by a special resolution
passed by a majority of at least 90% of our ordinary shares voting in a general meeting), and amending our warrant agreement will require
a vote of holders of at least 65% of the public warrants and, solely with respect to any amendment to the terms of the private placement
warrants or any provision of the warrant agreement with respect to the private placement warrants, at least 65% of the then outstanding
private placement warrants. In addition, our amended and restated memorandum and articles of association require us to provide our public
shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum
and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial
business combination or to redeem 100% of our public shares if we have not consummated an initial business combination during the Extension
Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination
activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through our
initial public offering, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you
that we will not seek to further amend our amended and restated memorandum and articles of association or governing instruments or extend
the time to consummate an initial business combination in order to effectuate our initial business combination.
The
provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and
corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of
holders of not less than two-thirds of our ordinary shares who attend and vote at a general meeting of the company (or 65% of our ordinary
shares who attend and vote at a general meeting of the company with respect to amendments to the trust agreement governing the release
of funds from our trust account), which is a lower amendment threshold than that of some other special purpose acquisition companies.
It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and trust agreement to facilitate
the completion of an initial business combination that some of our shareholders may not support.
Our
amended and restated memorandum and articles of association provide that any of its provisions related to pre-business combination activity
(including the requirement to deposit proceeds of our initial public offering and the sale of the private placement warrants into the
trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders
as described herein) may be amended if approved by special resolution under Cayman Islands law, which requires the affirmative vote of
a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company (other than amendments
relating to the rights of holders of Class B ordinary shares to appoint or remove directors, which may be amended by a special resolution
passed by a majority of at least 90% of our ordinary shares voting in a general meeting), and corresponding provisions of the trust agreement
governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares who attend
and vote at a general meeting of the company. Our initial shareholders, who collectively beneficially own 43.4% of our ordinary shares
(after giving effect to the redemption of 23,256,504 Class A ordinary shares in connection with the Extension Amendment), may participate
in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and have the discretion to
vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles
of association that govern our pre-business combination behavior more easily than some other special purpose acquisition companies, and
this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against
us for any breach of our amended and restated memorandum and articles of association.
Our
initial shareholders, sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose
any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation
to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated
an initial business combination during the Extension Period or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class
A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes,
divided by the number of then outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these
agreements and, as a result, will not have the right to approve any waiver to these agreements and will not have the ability to pursue
remedies against our sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders
would need to pursue a shareholder derivative action, subject to applicable law.
The
ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business
combination targets, which may make it difficult for us to enter into a business combination with a target or prevent us from completing
the most desirable business combination or optimizing our capital structure.
In
connection with the Extension Amendment, our public shareholders elected to redeem 23,256,504 Class A ordinary shares. After giving effect
to those redemptions, we have approximately $111,740,624 in our trust account (after taking into account the $3,018,750 of deferred underwriting
commissions being held in the trust account). The amount of the deferred underwriting commissions payable to the underwriters will not
be adjusted for any shares that are redeemed in connection with a business combination and such amount of deferred underwriting discount
is not available for us to use as consideration in an initial business combination. Furthermore, in no event will we redeem our public
shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than
$5,000,001 upon completion of our initial business combination, or any greater net tangible asset or cash requirement that may be contained
in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests
would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion
of our initial business combination, we would not proceed with such redemption of our public shares and the related business combination,
and we may instead search for an alternate business combination. If we do not consummate the proposed Business Combination with Complete
Solaria and we seek to effectuate a business combination with another target, then we may seek to enter into a business combination transaction
agreement with a minimum cash requirement. If our initial business combination agreement requires us to use a portion of the cash in
the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, then the probability that our
initial business combination would be unsuccessful is increased. If too many public shareholders exercise their redemption rights, then
we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Alternatively,
we may seek to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third-party financing.
Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable
levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results
in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time
of our initial business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business
combination transaction with us. If we are able to consummate an initial business combination, the per-share value of shares held by
non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions. The above considerations may limit
our ability to complete the most desirable business combination available to us or optimize our capital structure.
If
our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate
the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such
time our shares may trade at a discount to the pro rata amount per share in the trust account. You may suffer a material loss on your
investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are
able to sell your shares in the open market.
Because
we must furnish our shareholders with the target business’s financial statements, we may lose the ability to complete an otherwise
advantageous initial business combination with some prospective target businesses.
The
federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and
pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer
documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in
accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”) or
international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”) depending
on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (“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 financial 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.
The
requirement that we complete our initial business combination during the Extension Period may give potential target businesses leverage
over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business
combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial
business combination on terms that would produce value for our shareholders.
Any
potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete
our initial business combination during the Extension Period. Consequently, such target business may obtain leverage over us in negotiating
a business combination, knowing that if we do not complete our initial business combination with that particular target business, we
may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the
timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination
on terms that we would have rejected upon a more comprehensive investigation.
If
the funds available to us outside the trust account to fund our working capital requirements are insufficient to allow us to operate
for at least the Extension Period, it could limit the amount available to fund our search for a target business or businesses and complete
our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete
our initial business combination.
As
of December 31, 2022, we had $72,923 available to us outside the trust account to fund our working capital requirements. On each of April
1, 2022 and June 6, 2022, we issued an unsecured promissory note in the amount of up to $500,000 to our sponsor; on December 14, 2022,
we issued an unsecured promissory note in the amount of up to $325,000 to Tidjane Thiam, the Company’s Executive Chairman, Adam
Gishen, the Company’s Chief Executive Officer, Edward Zeng, a director of the Company, and Abhishek Bhatia, a board observer of
the Company (collectively, the “Convertible Notes”). The Convertible Notes may be drawn down from time to time until we complete
our initial business combination for general working capital purposes, as further described in “Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” In addition, on February
28, 2023, we issued to our sponsor an unsecured promissory note in the amount of up to $2,100,000, $1,600,000 of which was drawn
down immediately, $400,000 of which may be drawn down, with the mutual consent of us and our sponsor, if we wish to
extend the date by which we will consummate a business combination beyond June 2, 2023, and $100,000 of which may be drawn down on an
as-needed basis at the discretion of our sponsor, to be used for general working capital purposes, as further described in “Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Promissory
Note.” We believe that the funds available to us outside of the trust account will be sufficient to allow us to operate for at
least the Extension Period; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a
portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use
a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements
designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more
favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current
intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from
a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not
have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.
We
have in the past and may in the future need to borrow funds from our sponsor, management team or other third parties to operate or may
be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance
funds to, or invest in, us in such circumstances. Any such loans may be repaid only from funds held outside the trust account or from
funds released to us upon completion of our initial business combination. After giving effect to the $1,325,000 principal amount of Convertible
Notes, up to $675,000 of additional loans may be convertible into private placement warrants of the post-business combination entity
at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Prior
to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate
of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights
to seek access to funds in our trust account. If we are unable to complete our initial business combination because we do not have sufficient
funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may
only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.
Changes
in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and
complete an initial business combination.
The
market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and
our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged
for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue
into the future.
The
increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive
for us to negotiate and complete an initial business combination. In order to obtain directors and officers liability insurance or modify
its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense and/or
accept less favorable terms. Furthermore, any failure to obtain adequate directors and officers liability insurance could have an adverse
impact on the post-business combination’s ability to attract and retain qualified officers and directors.
In
addition, after completion of any initial business combination, our directors and officers could be subject to potential liability from
claims arising from conduct alleged to have occurred prior to such initial business combination. As a result, in order to protect our
directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims
(“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity
and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.
We
may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular business combination.
We
target businesses with enterprise values that are greater than we could acquire solely with the net proceeds of our initial public offering
and the sale of the private placement warrants. As a result, if the cash portion of the purchase price exceeds the amount available from
the trust account, net of amounts needed to satisfy any redemption by public shareholders and pay deferred underwriting commissions,
we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such
financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed
to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular
business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in
connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion
of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our
initial business combination, or to fund the purchase of other companies. If we are unable to complete our initial business combination,
our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution
to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete
our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure
to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None
of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business
combination.
We
may not be able to complete our initial business combination during the Extension Period, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate.
We
may not be able to find a suitable target business and complete our initial business combination during the Extension Period. Our ability
to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt
markets and the other risks described herein. For example, the COVID-19 pandemic continues to grow both in the U.S. and globally and,
while the extent of the impact of the pandemic on us will depend on future developments, it could limit our ability to complete our initial
business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being
unavailable on terms acceptable to us or at all. Additionally, the COVID-19 pandemic may negatively impact businesses we may seek to
acquire. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,
subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the
other requirements of applicable law.
You
are not entitled to protections normally afforded to investors of many other blank check companies.
Since
the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete an
initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company
under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000 as of the completion of
our initial public offering and the sale of the private placement warrants and we filed a Current Report on Form 8-K, including an audited
balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies,
such as Rule 419. Accordingly, investors are not be afforded the benefits or protections of those rules. Among other things, this means
our units were immediately tradable and we have a longer period of time to complete our initial business combination than do companies
subject to Rule 419. Moreover, if our initial public offering were subject to Rule 419, that rule would have prohibited the release of
any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection
with our completion of an initial business combination.
Because
of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete
our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive
only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants
will expire worthless.
We
expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may
be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for
the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience
in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.
Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than
we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. Additionally, the
number of blank check companies looking for business combination targets has increased compared to recent years and many of these blank
check companies are sponsored by entities or persons that have significant experience with completing business combinations. While we
believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the
sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are
sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing
the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem
their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target
companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations
may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial
business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available
for distribution to public shareholders, which may only be $10.00 per share or possibly less in certain circumstances, and our warrants
will expire worthless.
As
the number of special purpose acquisition companies increases, there may be more competition to find an attractive target for an initial
business combination. This could increase the costs associated with completing our initial business combination and may result in our
inability to find a suitable target for our initial business combination.
In
recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many companies have
entered into business combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies
seeking targets for their initial business combination, as well as many additional special purpose acquisition companies currently in
registration. As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to
identify a suitable target for an initial business combination.
In
addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available
targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target
companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry
sector downturns, geopolitical tensions or increases in the cost of additional capital needed to close business combinations or operate
targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find a
suitable target for and/or complete our initial business combination.
Subsequent
to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment
or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our
securities, which could cause you to lose some or all of your investment.
Even
if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify
all material issues that may be present with a particular target business that it would be possible to uncover all material issues through
a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise.
As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment
or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected
risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though
these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature
could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate
net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue
of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders or
warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in the
value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value.
If
third parties bring claims against us, the funds held in the trust account could be reduced and the per-share redemption amount received
by shareholders may be substantially less than $10.00 per share.
Our
placing of funds in the trust account may not protect those funds from third-party claims against us.
Although
we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit
of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented
from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility
or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain 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 consider whether competitive alternatives are reasonably
available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement
would be in the best interests of the company under the circumstances. Marcum LLP, our independent registered public accounting firm,
and certain underwriters of our initial public offering will not execute agreements with us waiving such claims to the monies held in
the trust account.
Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,
there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption
of our public shares, if we have not completed our initial business combination within the prescribed timeframe, 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. Accordingly, the per-share redemption amount
received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of
such creditors. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than Marcum
LLP, our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business
with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement,
reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public
share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions
in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third
party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or
not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial public offering
against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such
indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations
and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would
be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available
for our initial business combination and redemptions could be reduced to substantially less than $10.00 per public share. In such event,
we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with
any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without
limitation, claims by vendors and prospective target businesses.
We
may not have sufficient funds to satisfy indemnification claims of our directors and officers.
We
have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have
agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against
the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i)
we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify
our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their
fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and
directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors
pursuant to these indemnification provisions.
The
securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value
of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.
The
proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less
or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.
government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they
have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in
recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt
similar policies in the United States. In the event that we do not to complete our initial business combination or make certain amendments
to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share
of the proceeds held in the trust account, plus any interest income earned thereon (less taxes payable and up to $100,000 of interest
income to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share
redemption amount received by public shareholders may be less than $10.00 per share.
If,
after we distribute the funds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such
proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby
exposing the members of our board of directors and us to claims of punitive damages.
If,
after we distribute the funds in the trust account to our public shareholders, 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 some or all amounts received by our shareholders.
In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith,
thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing
the claims of creditors.
If,
before distributing the funds in the trust account to our public shareholders, 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 claims of creditors in such proceeding may have priority
over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with
our liquidation may be reduced.
If,
before distributing the funds in the trust account to our public shareholders, 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 funds held in the trust account could be subject to
applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with
priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that
would otherwise be received by our shareholders in connection with our liquidation may be reduced.
Our
directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in
the trust account available for distribution to our public shareholders.
In
the event that the funds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount
per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share
due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy
its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine
whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent
directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible
that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in
any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative
to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors
choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public
shareholders may be reduced below $10.00 per share.
The
SEC has recently issued proposed rules relating to certain activities of special purpose acquisition companies. Certain of the procedures
that we, a potential business combination target or others may determine to undertake in connection with such proposals may increase
our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete
an initial business combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the
Trust Account or liquidate the Company at an earlier time than we might otherwise choose.
On
March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other things, to disclosures
in SEC filings in connection with business combination transactions between special purpose acquisition companies such as us and private
operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections
by special purpose acquisition companies in SEC filings in connection with proposed business combination transactions; the potential
liability of certain participants in proposed business combination transactions; and the extent to which special purpose acquisition
companies could become subject to regulation under the Investment Company Act, including a proposed rule that would provide special purpose
acquisition companies a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a special purpose
acquisition company’s duration, asset composition, business purpose and activities. The SPAC Rule Proposals have not yet been
adopted, and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on special
purpose acquisition companies. Certain of the procedures that we, a potential business combination target or others may determine to
undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals,
may increase the costs and time of negotiating and completing an initial business combination, and may constrain the circumstances under
which we could complete an initial business combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate
the funds in the trust account or liquidate the Company at an earlier time than we might otherwise choose. Were we to liquidate, our
warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined
company, including potential price appreciation of our securities.
If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our initial business combination. To mitigate the
risk of being deemed to be an investment company for purposes of the Investment Company Act, we may instruct trustee of the trust account
to liquidate the securities held in the trust account and instead hold all funds in the trust account in a bank deposit account.
If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
| ● | restrictions
on the nature of our investments; and |
| ● | restrictions
on the issuance of securities, each of which may make it difficult for us to complete our
initial business combination. In addition, we may have imposed upon us burdensome requirements,
including: |
| ● | registration
as an investment company with the SEC; |
| ● | adoption
of a specific form of corporate structure; and |
| ● | reporting,
record keeping, voting, proxy and disclosure requirements and other rules and regulations
that we are currently not subject to. |
In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must
ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities
do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our
assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete
a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses
or assets with a view to resell or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive
investor.
As
described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which special purpose acquisition
companies such as us could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals
would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A)
of the Investment Company Act, provided that a special purpose acquisition company satisfies certain criteria, including a limited time
period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals
would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company
for a business combination no later than 18 months after the effective date of its registration statement for its initial public offering.
The company would then be required to complete its initial business combination no later than 24 months after the effective date of the
registration statement for its initial public offering.
There
is currently some uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company. We
completed our initial public offering in March 2021 and have operated as a blank check company searching for a target business with which
to consummate a business combination since such time. As a result, it is possible that a claim could be made that we have been operating
as an unregistered investment company.
The
amounts held in the trust account have, since our initial public offering and until the 24-month anniversary of our initial public offering,
been invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment
Company Act which invest only in direct U.S. government treasury obligations. The longer that the funds in the trust account are held
in U.S. government securities or in money market funds invested exclusively in such securities, the greater risk that we may be considered
an unregistered investment company, in which case we may be required to liquidate. To mitigate the risk of us being deemed to have been
operating as an unregistered investment company, prior to the 24-month anniversary of the consummation of our initial public
offering, we instructed Continental, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations
or money market funds held in the trust account and to hold all funds in the trust account in cash in a bank deposit account. Interest
on the bank deposit account is variable and yields materially less than the trust account’s prior investments in U.S. government
treasury obligations and money market funds.
If
we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional
expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete
our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that
are available for distribution to public shareholders, and our warrants will expire worthless. The trust account is intended as a holding
place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption
of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles
of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our public shares if we have not consummated an initial business combination during the Extension Period or (B)
with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or
(iii) absent an initial business combination during the Extension Period, our return of the funds held in the trust account to our public
shareholders as part of our redemption of the public shares.
Our
warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.
On
April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement
regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff
Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Statement”).
Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business
combination, which terms are similar to those contained in the warrant agreement governing our warrants.
As
a result, included on our consolidated balance sheet as of December 31, 2022 contained elsewhere in this Annual Report are
derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification 815,
“Derivatives and Hedging” (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance
sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the
statements of operations. As a result of the recurring fair value measurement, our financial statements and results of operations
may fluctuate quarterly based on factors which are outside of our control. Due to the recurring fair value measurement, we expect
that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses
could be material.
We
have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely
affect our ability to report our results of operations and financial condition accurately and in a timely manner.
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose
any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency,
or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As described elsewhere in this Annual Report, we determined that a
material weakness exists in our internal control over financial reporting related to the accounting for complex financial instruments,
accrued expenses and accounts payable, and foreign exchange transactions. As a result of this material weakness, our management concluded
that our internal control over financial reporting was not effective as of December 31, 2022. This material weakness resulted in a material
misstatement of our warrant liabilities, change in fair value of warrant liabilities, additional paid-in capital, accumulated deficit
and related financial disclosures.
To
respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation
and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable
accounting requirements, we are enhancing these processes to better evaluate our research and understanding of the nuances of the complex
accounting standards that apply to our financial statements, including providing enhanced access to accounting literature, research materials
and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting
applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives
will ultimately have the intended effects.
Any
failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations
on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our
operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations
by the stock exchange on which our ordinary shares are listed, the SEC or other regulatory authorities. In either case, there could result
a material adverse effect on our business. Failure to timely file will cause us to be ineligible to utilize short form registration statements
on Form S-3 or Form S-4, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue
shares to effect an acquisition. Ineffective internal controls could also cause investors to lose confidence in our reported financial
information, which could have a negative effect on the trading price of our securities.
We
can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified
or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement
and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful
in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify
irregularities or errors or to facilitate the fair presentation of our financial statements.
Our independent registered public accounting
firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going
concern.”
In connection with our assessment of going concern
considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Update 2014-15, “Disclosures
of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that if we are unable to complete
a business combination during the Extension Period, then we will cease all operations except for the purpose of liquidating. The date
for mandatory liquidation and subsequent dissolution, as well as our liquidity condition, raise substantial doubt about our ability to continue as a going concern. The financial
statements contained elsewhere in this report do not include any adjustments that might result from our inability to continue as a going
concern.
We may face litigation and other risks as a
result of the material weakness in our internal control over financial reporting.
As a result of the material weakness described
in “Item 9A. Controls and Procedures,” we face potential for litigation or other disputes which may include, among others,
claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses
in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Annual Report,
we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not
arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business,
results of operations and financial condition or our ability to complete our initial business combination.
Compliance obligations under the Sarbanes-Oxley
Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources,
and increase the time and costs of completing an initial business combination.
Section 404 of the Sarbanes-Oxley Act requires
that we evaluate and report on our system of internal controls. Only in the event we are deemed to be a large accelerated filer or an
accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered
public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company
makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because
a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the
Sarbanes-Oxley Act regarding adequacy of its 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 business combination.
Changes in laws or regulations, or a failure
to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial
business combination, and results of operations.
We are subject to laws and regulations enacted
by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements,
our business combination may be contingent on our ability to comply with certain laws and regulations and any post-business combination
company may be subject to additional laws and regulations. Compliance with, and monitoring of, applicable laws and regulations may be
difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to
time, including as a result of changes in economic, political, social and government policies, and those changes could have a material
adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect
on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
Cyber incidents or attacks directed at us could
result in information theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information
systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and
deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the
cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early
stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.
We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.
It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial
loss.
Risks Associated with Our Securities and Redemption
The NYSE may delist our securities from trading
on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading
restrictions.
Our units, Class A ordinary shares and warrants
are listed on the NYSE. We cannot assure you that our securities will continue to be listed on the NYSE in the future or prior to our
initial business combination. In order to continue listing our securities on the NYSE prior to our initial business combination, we must
maintain certain financial, distribution and share price levels. Generally, following our initial public offering, we must maintain a
minimum amount in Shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public
holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with the NYSE’s
initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain
the listing of our securities on the NYSE. For instance, in order for our Class A ordinary shares to be listed upon the consummation of
our initial business combination, at such time, our share price would generally be required to be at least $4.00 per share, our global
market capitalization would be required to be at least $200 million, the aggregate market value of publicly-held shares would be required
to be at least $100 million and we would be required to have at least 400 round lot holders. We cannot assure you that we will be able
to meet those initial listing requirements at that time.
If the NYSE delists any of our securities from
trading on its exchange and we are not able to list such securities on another national securities exchange, we expect our securities
could be quoted on an over-the-counter market. If this were to occur, we could
face significant material adverse consequences, including:
| ● | a
limited availability of market quotations for our securities; |
| | |
| ● | reduced
liquidity for our securities; |
| | |
| ● | a
determination that our Class A ordinary shares are a “penny stock” which will
require brokers trading in our Class A ordinary shares to adhere to more stringent
rules and possibly result in a reduced level of trading activity in the secondary trading
market for our securities; |
| | |
| ● | a limited amount of news and analyst coverage; and |
| | |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
The National Securities Markets Improvement Act
of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred
to as “covered securities.” Because our units and our Class A ordinary shares and warrants are listed on the NYSE, our units,
Class A ordinary shares and warrants qualify as covered securities under the statute. Although the states are preempted from regulating
the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and,
if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.
While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies,
other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers,
or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer
listed on the NYSE, our securities would not qualify as covered securities under the statute and we would be subject to regulation in
each state in which we offer our securities.
Our initial shareholders control a substantial
interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do
not support.
Our initial shareholders own approximately 20%
of our issued and outstanding ordinary shares and only holders of Class B ordinary shares will have the right to appoint or remove directors
in any general meeting held prior to or in connection with the completion of our initial business combination. Accordingly, our initial
shareholders may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support,
including amendments to our amended and restated memorandum and articles of association. If our initial shareholders purchase any additional
Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our initial
shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities. Factors
that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary
shares. In addition, our board of directors, whose members were appointed by our sponsor, is and will be divided into three classes, each
of which will generally serve for a term of three years with only one class of directors being appointed in each year. We may not hold
an annual general meeting to appoint or remove new directors prior to the completion of our initial business combination, in which case
all of the current directors will continue in office until at least the completion of the business combination. If there is an annual
general meeting prior to our initial business combination, as a consequence of our “staggered” board of directors, only a
minority of the board of directors will be considered for appointment and our initial shareholders, because of their ownership position,
will control the outcome. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination
without the prior written consent of NextG. Accordingly, our initial shareholders will continue to exert control at least until the completion
of our initial business combination.
We may not hold an annual general meeting until
after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.
In accordance with NYSE corporate governance requirements,
we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on the NYSE.
There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we
hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs
with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and
each class (except for those directors appointed prior to our first general meeting) serving a three-year term. In addition, as holders
of our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment of directors until after the
consummation of our initial business combination.
Provisions in our amended and restated memorandum
and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future
for our Class A ordinary shares and could entrench management.
Our amended and restated memorandum and articles
of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best
interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of
and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that
otherwise could involve payment of a premium over prevailing market prices for our securities.
Our letter agreement with our initial shareholders,
sponsor, officers and directors, subscription agreements, and registration rights agreement may be amended without shareholder approval.
Our letter agreement with our initial shareholders,
sponsor, officers and directors contains provisions relating to transfer restrictions of our founder shares and private placement warrants,
indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account.
The letter agreement, subscription agreements, and the registration rights agreement may be amended, and provisions therein may be waived,
without shareholder approval. On June 6, 2022, we amended our letter agreement to permit us to pay China Bridge Capital, which is an affiliate
of NextG, for certain advisory services and investment banking services to us in connection with a potential business combination.
You will not have any rights or interests in
funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to
sell your public shares or warrants, potentially at a loss.
Our public shareholders will be entitled to receive
funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only
in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations and on the
conditions described herein, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend
our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business
combination during the Extension Period or (B) with respect to any other material provisions relating to shareholders’ rights or
pre-initial business combination activity, and (iii) the redemption of our public shares if we have not completed an initial business
combination during the Extension Period, subject to applicable law and as further described herein. In no other circumstances will a public
shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the funds held
in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares
or warrants, potentially at a loss.
If a shareholder fails to receive notice of
our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for
submitting or tendering its shares, such shares may not be redeemed.
We will comply with the proxy rules or tender
offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with
these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not
become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will
furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that
must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer
agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy
materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination.
In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption
of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote
in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any
other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. See the section of this
Annual Report entitled “Item 1. Business— Delivering Share Certificates in Connection with the Exercise of Redemption Rights.”
If we seek shareholder approval of our initial
business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders
are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15%
of our Class A ordinary shares.
If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the
shares sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent. However,
we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial
business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business
combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally,
you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as
a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to
sell your shares in open market transactions, potentially at a loss.
If we are unable to consummate our initial business
combination within the allotted time period, our public shareholders may be forced to wait beyond the Extension Period before redemption
from our trust account.
If we are unable to consummate our initial business
combination within the allotted time period, the funds then on deposit in the trust account, including interest earned on the funds held
in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), will be used to fund the
redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected
automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we
are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part
of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies
Act. In that case, investors may be forced to wait beyond the allotted time period before the redemption proceeds of our trust account
become available to them, and they receive the return of their pro rata portion of the funds from our trust account. We have no obligation
to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business
combination or amend certain provisions of our amended and restated memorandum and articles of association and only then in cases where
investors have properly sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders
be entitled to distributions if we are unable to complete our initial business combination within the required time period and do not
amend certain provisions of our amended and restated memorandum and articles of association prior thereto.
Our shareholders may be held liable for claims
by third parties against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation,
any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date
on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result,
a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having
breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company
to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted
any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course
of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.
You will not be permitted to exercise your warrants
unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available.
If the issuance of the Class A ordinary shares
upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable
state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire
worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price
solely for the Class A ordinary shares included in the units.
We have not registered, and will not register
the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time.
However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business
days, after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration
statement covering the registration under the Securities Act of the issuance of the Class A ordinary shares issuable upon exercise of
the warrants and thereafter will use our commercially reasonable efforts to cause the same to become effective within 60 business days
following our initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon
exercise of the warrants until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.
We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in
the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference
therein are not current, complete or correct or the SEC issues a stop order.
If the Class A ordinary shares issuable upon exercise
of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to
exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis, in which
case the number of Class A ordinary shares that the holders of warrants will receive upon cashless exercise will be based on a formula
subject to a maximum number of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment).
In no event will warrants be exercisable for cash
or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance
of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption
from registration or qualification is available.
If our Class A ordinary shares are at the time
of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants
to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in
the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares
underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our commercially reasonable
efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is
not available.
In no event will we be required to net cash settle
any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants
in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state
securities laws.
The grant of registration rights to our initial
shareholders and holders of our private placement warrants may make it more difficult to complete our initial business combination, and
the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
Pursuant to an agreement that was entered into
concurrently with the consummation of our initial public offering, our initial shareholders and their permitted transferees can demand
that we register the resale of the Class A ordinary shares into which founder shares are convertible, holders of our private placement
warrants and their permitted transferees can demand that we register the resale of the private placement warrants and the Class A ordinary
shares issuable upon exercise of the private placement warrants, and holders of warrants that may be issued upon conversion of working
capital loans may demand that we register the resale of such warrants or the Class A ordinary shares issuable upon exercise of such warrants.
We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for
trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence
of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders
of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the
negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders,
holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered
for resale.
We may amend the terms of the warrants in
a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public
warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of
Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
Our warrants are issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but
requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects
the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse
to a holder of public warrants if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although
our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited,
examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants
into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.
A provision of our warrant agreement may make
it more difficult for us to consummate an initial business combination.
If (i) we issue additional ordinary shares or
equity-linked securities for capital-raising purposes in connection with the closing of our initial business combination at a Newly Issued
Price of less than $9.20 per Class A ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of
the total equity proceeds, and interest thereon, available for the funding of our initial business combination (net of redemptions), and
(iii) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading
day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) of our Class
A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal
to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will
be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
This may make it more difficult for us to consummate an initial business combination with a target business.
We may redeem your unexpired warrants prior
to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem the outstanding
warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if, among other things,
the last reported sales price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending
on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”).
If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the
underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants as described above could
force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so,
(ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal
redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the
Market Value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our sponsors
or their permitted transferees.
In addition, we have the ability to redeem the
outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among
other things, the Reference Value equals or exceeds $10.00 per share (as adjusted). In such a case, the holders will be able to exercise
their warrants prior to redemption for a number of our Class A ordinary shares determined based on the redemption date and the fair market
value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the holders would
have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate
the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 of our Class A
ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.
Our warrants may have an adverse effect on the
market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.
We have issued warrants to purchase 8,625,000
Class A ordinary shares and, simultaneously with the closing of our initial public offering, we issued in a private placement an aggregate
of 6,266,667 private placement warrants, at $1.50 per warrant. In addition, as described in “Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” our sponsor and its affiliates
made working capital loans to us in the aggregate amount of $1,325,000, which are convertible into 883,333 private placement warrants,
at a price of $1.50 per warrant. If our sponsor makes any additional working capital loans, it may convert those loans into up to an additional
450,000 private placement warrants, at the price of $1.50 per warrant. To the extent we issue ordinary shares to effectuate a business
transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants
could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued
and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction.
Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.
Because each unit contains one-fourth of one
redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition
companies.
Each unit contains one-fourth of one redeemable
warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole warrants
will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise,
round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from
other offerings similar to ours whose units include one ordinary share and one whole warrant to purchase one whole share. We have established
the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination
since the warrants will be exercisable in the aggregate for one-fourth of the number of shares compared to units that each contain a whole
warrant to purchase one share, thus making us, we believe, a more attractive business combination partner for target businesses. Nevertheless,
this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.
We are an emerging growth company and a smaller
reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements
available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and
may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company”
within the meaning of the Securities Act, as modified by the JOBS Act, and we may 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 internal controls 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 nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth
company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our
Class A ordinary shares held by non-affiliates equals or exceeds $700 million as of any June 30 before that time, in which case we would
no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities
less attractive as a result of our reliance on these exemptions. If some investors find our securities less attractive as a result of
our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less
active trading market for our securities and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when
a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,
can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our
financial statements with another public company which is neither an emerging growth company nor an emerging growth company that has opted
out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Additionally, we are a “smaller reporting
company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates
did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during such completed fiscal
year and the market value of our ordinary shares held by non-affiliates did not equal or exceed $700 million as of the prior June 30.
To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other
public companies difficult or impossible.
Our warrant agreement designates the courts
of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for
certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders
to obtain a favorable judicial forum for disputes with our company.
Our warrant agreement provides that, subject to
applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including
under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive
forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum.
Notwithstanding the foregoing, these provisions
of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing
or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions
in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of our warrant agreement,
is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York
(a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the
personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such
court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant
holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant
holder.
This choice-of-forum provision may limit a warrant
holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage
such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect
to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters
in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result
in a diversion of the time and resources of our management and board of directors.
Because we are incorporated under the laws of
the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal
courts may be limited.
We are an exempted company incorporated under
the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon
our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs are governed by our amended
and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time)
and the common law of the Cayman Islands. We are also subject to the federal securities laws of the United States. The rights of shareholders
to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under
Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived
in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose
courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary
responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent
in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the
United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law.
In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United
States.
We have been advised by Maples and Calder, our
Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts
of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state;
and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions
of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature.
In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the
courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without
retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation
to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman
Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty,
inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner,
or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive
or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent
proceedings are being brought elsewhere.
As a result of all of the above, public shareholders
may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or
controlling shareholders than they would as public shareholders of a United States company.
After our initial business combination, it is
possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside
the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights.
It is possible that after our initial business
combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside
of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their
legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated
upon civil liabilities and criminal penalties on our directors and officers under United States laws.
Risks Associated with Conflicts of Interest
Certain members of our management team may be
involved in and have a greater financial interest in the performance of other entities with which they are affiliated, and such activities
may create conflicts of interest in making decisions on our behalf.
Certain members of our management team may be
subject to a variety of conflicts of interest relating to their responsibilities to our sponsor and other entities with which they are
affiliated. Such individuals may serve as members of management or a board of directors (or in similar such capacity) to various other
affiliated entities. Such positions may create a conflict between the advice and investment opportunities provided to such entities and
the responsibilities owed to us. The other entities in which such individuals may become involved may have investment objectives that
overlap with ours. Furthermore, certain of our principals and employees may have a greater financial interest in the performance of such
other affiliated entities than our performance. Such involvement may create conflicts of interest in sourcing investment opportunities
on our behalf and on behalf of such other entities.
Our officers and directors will allocate their
time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This
conflict of interest could have a negative impact on our ability to complete our initial business combination.
Our officers and directors are not required to,
and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations
and our search for a business combination and their other businesses. Our officers may engage in other business endeavors for which he
or she may be entitled to, or otherwise expect to receive, substantial compensation or other economic benefit, and our officers are not
obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board
members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts
of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which
may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our officers’
and directors’ other business affairs, please see “Item 10. Directors, Executive Officers and Corporate Governance —
Directors and Executive Officers.”
Our officers and directors presently have, and
any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts
of interest in determining to which entity a particular business opportunity should be presented.
Until we consummate our initial business combination,
we intend to engage in the business of identifying and combining with one or more businesses. Certain of our officers and directors presently
have, and any of them in the future may have, additional fiduciary or contractual obligations to other entities, including NextG and other
entities affiliated with NextG, pursuant to which such officer or director is or will be required to present a business combination opportunity
to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should
be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior
to its presentation to us, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles
of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer
shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same
or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an
opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer on
the one hand, and us, on the other.
In addition, our sponsor and our officers and
directors may sponsor, form, invest in or otherwise become involved with other special purpose acquisition companies similar to ours or
may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies,
businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not
believe that any such potential conflicts would materially affect our ability to complete our initial business combination.
For a complete discussion of our officers’
and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Item
10. Directors, Executive Officers and Corporate Governance — Directors and Executive Officers,” “Item 10. Directors,
Executive Officers and Corporate Governance — Conflicts of Interest” and “Item 13. Certain Relationships and Related
Party Transactions, and Director Independence.”
Our officers, directors, security holders and
their respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits
our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment
to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business
combination with a target business that is affiliated with our sponsor, our directors or officers. Nor do we have a policy that expressly
prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such
persons or entities may have a conflict between their interests and ours.
The personal and financial interests of our directors
and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination.
Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in
a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate
and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter
of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’
rights. However, we might not ultimately be successful in any claim we may make against them for such reason.
We may engage in a business combination with
one or more target businesses that have relationships with entities that may be affiliated with our initial shareholders, officers, directors
or existing holders which may raise potential conflicts of interest.
In light of the involvement of our sponsor, officers
and directors with other entities, we may decide to acquire one or more businesses affiliated with our initial shareholders, officers,
directors or existing holders, including businesses affiliated with NextG. Our directors also serve as officers and board members for
other entities, including, without limitation, those described under “Item 10. Directors, Executive Officers and Corporate Governance
— Conflicts of Interest.” Such entities may compete with us for business combination opportunities. We may enter into a business
combination with an entity affiliated with our initial shareholders, officers, directors or existing holders if we determine that such
affiliated entity meets our criteria and guidelines for a business combination as set forth in “Item 1. Business—Effecting
our Initial Business Combination—Sources of Target Businesses” and such transaction is approved by a majority of our independent
and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or a valuation or
appraisal firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic
or international businesses affiliated with our initial shareholders, officers, directors or existing holders, potential conflicts of
interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders
as they would be absent any conflicts of interest.
Moreover, we may, at our option, pursue an affiliated
joint acquisition opportunity with one or more affiliates of NextG or with other entities to which an officer or director has a fiduciary,
contractual or other obligation or duty. Any such parties may co-invest with us in the target business at the time of our initial business
combination, or we could raise additional proceeds to complete the acquisition by issuing equity to any such parties, which may give rise
to certain conflicts of interest.
Since our sponsor, officers and directors will
lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they
may acquire), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our
initial business combination.
On December 30, 2020, our sponsor paid $25,000,
or approximately $0.003 per share, to cover certain offering costs in exchange for 8,625,000 founder shares (retroactively adjusting for
the issuance of 1,437,500 founder shares resulting from a share dividend effected by the Company on February 25, 2021). The purchase price
of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued.
Our initial shareholders collectively own approximately 20% of our issued and outstanding shares. Our sponsor currently owns 8,502,500
founder shares and the independent directors each received 25,000 founder shares. The founder shares will be worthless if we do not complete
an initial business combination.
In addition, our sponsor has purchased an aggregate
of 6,266,667 private placement warrants for an aggregate purchase price of $9,400,000, or $1.50 per warrant. The private placement warrants
will also be worthless if we do not complete our initial business combination. The personal and financial interests of our officers and
directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination
and influencing the operation of the business following the initial business combination. This risk may become more acute as the deadline
nears for our completion of an initial business combination.
Our initial shareholders stand to make a substantial
profit on the founder shares even if an initial business combination subsequently declines in value or is unprofitable for our public
shareholders, and may have an incentive to recommend such an initial business combination to our shareholders.
Our initial shareholders paid an aggregate of
$25,000, or approximately $0.003 per founder share. As a result of the low acquisition cost of our founder shares, our initial shareholders
could make a substantial profit even if we select and consummate an initial business combination with an acquisition target that subsequently
declines in value or is unprofitable for our public shareholders. Thus, they may have more of an economic incentive for us to enter into
an initial business combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established
record of revenues or earnings, than would be the case if such parties had paid the full offering price for their founder shares.
Risks Associated with Tax Matters
We believe that we were a passive foreign investment
company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.
Because we are a blank check company, with no
current active business, we believe that we were a PFIC for our 2020, 2021 and 2022 taxable years. If we were a PFIC for any taxable year
(or portion thereof) that is included in the holding period of a U.S. investor that is a holder of our Class A ordinary shares or warrants,
the U.S. investor may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements.
We will endeavor to provide to a U.S. investor such information as the Internal Revenue Service (“IRS”) may require, including
a PFIC annual information statement, in order to enable the U.S. investor to make and maintain a “qualified electing fund”
election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable
with respect to our warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding the possible application
of the PFIC rules. For a more detailed explanation, see the description under the caption “Taxation—United States Federal
Income Tax Considerations—Passive Foreign Investment Company Rules” in our final prospectus filed with the Securities and
Exchange Commission on March 1, 2021 pursuant to Rule 424(b)(4) under the Securities Act (File No. 333-252940).
We may reincorporate in another jurisdiction
in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders.
We may, in connection with our initial business
combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the target
company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable
income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is
a tax transparent entity (or may otherwise result in adverse tax consequences). We do not intend to make any cash distributions to shareholders
or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect
to their ownership of us after the reincorporation.
There may be tax consequences to our business
combinations that may adversely affect us or our shareholders.
While we expect to undertake any merger or acquisition
so as to minimize taxes both to the acquired business and/or asset and us, such business combination might not meet the statutory requirements
of a tax-free reorganization, or the parties might not obtain the intended tax-free treatment upon a transfer of shares or assets. A merger
or acquisition that does not qualify as a tax-free reorganization for U.S. tax purposes could result in the imposition of substantial
taxes.
Risks Associated with Acquiring and Operating a Business in Foreign
Countries
If we effect our initial business combination
with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.
If we pursue a target company with operations
or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with
investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would
be subject to a variety of additional risks that may negatively impact our operations.
In addition, we would be subject to risks associated
with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination,
conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies
and changes in the purchase price based on fluctuations in foreign exchange rates.
If we effect our initial business combination
with such a company, we would be subject to any special considerations or risks associated with companies operating in an international
setting, including any of the following:
| ● | costs and difficulties inherent in managing cross-border business operations; |
| | |
| ● | rules and regulations regarding currency redemption; |
| | |
| ● | complex corporate withholding taxes on individuals; |
| | |
| ● | laws governing the manner in which future business combinations may be effected; |
| | |
| ● | exchange listing and/or delisting requirements; |
| | |
| ● | tariffs and trade barriers; |
| ● | regulations related to customs and import/export matters; |
| | |
| ● | local or regional economic policies and market conditions; |
| | |
| ● | unexpected changes in regulatory requirements; |
| | |
| ● | challenges in managing and staffing international operations; |
| | |
| ● | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
| | |
| ● | currency fluctuations and exchange controls; |
| | |
| ● | challenges in collecting accounts receivable; |
| | |
| ● | cultural and language differences; |
| | |
| ● | underdeveloped or unpredictable legal or regulatory systems; |
| | |
| ● | protection of intellectual property; |
| | |
| ● | social unrest, crime, strikes, riots and civil disturbances; |
| | |
| ● | regime changes and political upheaval; |
| | |
| ● | terrorist attacks and wars, including the ongoing military conflict between Russia and Ukraine; and |
| | |
| ● | deterioration of political relations with the United States. |
We may not be able to adequately address these
additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such
initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and
results of operations.
If our management following our initial business
combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws,
which could lead to various regulatory issues.
Following our initial business combination, our
management may resign from their positions as officers or directors of the company and the management of the target business at the time
of the business combination will remain in place. Management of the target business may not be familiar with United States securities
laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar
with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our
operations.
After our initial business combination, substantially
all of our assets may be located in foreign countries and substantially all of our revenue will be derived from our operations in such
countries. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and
social conditions and government policies, developments and conditions in the countries in which we operate.
The economic, political and social conditions,
as well as government policies, of the countries in which our operations are located could affect our business. Economic growth could
be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the
future such countries’ economies experience a downturn or grow at a slower rate than expected, there may be less demand for spending
in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find
an attractive target business with which to consummate our initial business combination and, if we effect our initial business combination,
the ability of that target business to become profitable.
Exchange rate fluctuations and currency policies
may cause a target business’s ability to succeed in the international markets to be diminished.
In the event we acquire a non-U.S. target, all
revenues and income would likely be received in a foreign currency or several foreign currencies, and the dollar equivalent of our net
assets and distributions, if any, could be adversely affected by reductions in the value of such foreign currencies. The value of the
currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any
change in the relative value of such currencies against our reporting currency may affect the attractiveness of any target business or,
following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency
appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as
measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.
We may reincorporate in another jurisdiction
in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements
and we may not be able to enforce our legal rights.
In connection with our initial business combination,
we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the
laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing
laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce
or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.
We are subject to changing laws and regulations
regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
We are subject to rules and regulations by various
governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and
the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our
efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general
and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
Moreover, because these laws, regulations and
standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available.
This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions
to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may
be subject to penalty and our business may be harmed.
We employ a mail forwarding service, which may
delay or disrupt our ability to receive mail in a timely manner.
Mail addressed to the Company and received at
its registered office will be forwarded unopened to the forwarding address supplied by the Company to be dealt with. None of the Company,
its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman
Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability
to communicate with us.