Overview
We are a blank check company
incorporated on June 2, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or other similar business combination, involving one or more
businesses or assets. We have generated no operating revenues to date and we do not expect that we will generate operating revenues
until we consummate our initial business combination.
We have concentrated our
efforts on identifying technology and financial services technology, or fintech, companies that power transformation and innovation.
Our expertise lends itself well to pursuing platforms related to the financial services, real estate, insurance, ecommerce and
related technology infrastructure sectors, but we are not required to complete our initial business combination with a business
in these industries and, as a result, we may pursue a business combination outside of these industries. We expect to pursue global
businesses but may also acquire a domestic company. We do not intend to acquire companies that have speculative business plans
or are excessively leveraged.
At December 31, 2020,
we had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation and its initial
public offering, and identifying a target company for our initial business combination.
The registration statement
for our initial public offering was declared effective on August 25, 2020. On August 28, 2020, we consummated the initial public
offering of 75,000,000 units generating gross proceeds of $750,000,000. On September 23, 2020, the underwriters partially
exercised their over-allotment option, resulting in the sale of an additional 474,376 units for total gross proceeds of $4,743,760,
bringing the aggregate gross proceeds of the initial public offering to $754,743,760.
Simultaneously with the
closing of the initial public offering, we consummated the sale of 2,170,000 placement units at a price of $10.00 per unit in a
private placement to our sponsor, generating gross proceeds of $21,700,000.
Following the closing
of the initial public offering on August 28, 2020 and the closing of the partial over-allotment option on September 23, 2020, an
aggregate amount of $754,743,760 ($10.00 per unit) from the net proceeds of the sale of the units in the initial public offering
and the placement units was placed in a trust account and invested in U.S. government securities, within the meaning set forth
in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), 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, as determined by the Company, until the earlier of: (i) the consummation
of a business combination, (ii) the redemption of any public shares 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 redeem 100% of our
public shares if we do not complete a business combination by August 28, 2022 or (B) with respect to any other provision relating
to shareholders’ rights or pre-initial business combination activity; or (iii) the distribution of the trust account, if
we are unable to complete a business combination within the combination period or upon any earlier liquidation of us.
Reorganization Agreement
On February 3, 2021, we
entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”) by and among us, New Starship
Parent Inc., a Delaware corporation (“New Starship”), Starship Merger Sub I Inc., a Delaware corporation and a direct,
wholly-owned subsidiary of New Starship (“First Merger Sub”), Starship Merger Sub II Inc., a Delaware corporation and
a direct, wholly-owned subsidiary of New Starship (“Second Merger Sub” and, together with First Merger Sub, the “Merger
Subs”) and Payoneer Inc., a Delaware corporation (“Payoneer”, and together with us, New Starship and the Merger
Subs, the “Parties”).
Pursuant to the Reorganization
Agreement, the Parties have agreed that, on the terms and subject to the conditions set forth therein, at the Closing (as defined
in the Reorganization Agreement), (i) First Merger Sub will merge with and into the Company (the “FTOC Merger”), with
the Company surviving as a direct wholly owned subsidiary of New Starship and (ii) immediately thereafter, Second Merger Sub will
merge with and into Payoneer (the “Payoneer Merger” and, together with the FTOC Merger, the “Mergers”)
with Payoneer surviving as a direct wholly owned subsidiary of New Starship (the transactions contemplated by the Reorganization
Agreement, the “Reorganization”).
The cash component of the purchase price
to be paid to the equity holders of Payoneer is expected to be funded by our cash in trust (minus any redemptions by our existing
public shareholders), as well as by a $300 million private placement. The balance of the consideration payable to the existing
Payoneer equity holders will consist of shares of common stock of New Starship. Existing Payoneer equity holders have the potential
to receive an earnout of up to 30 million additional shares of common stock of New Starship if certain stock price targets
are met as set forth in the Reorganization Agreement.
The Reorganization Agreement may be terminated
at any time prior to the consummation of the Mergers by mutual written consent of the Parties and in certain other limited circumstances,
including if the Mergers have not been consummated by November 3, 2021. The Mergers are expected to close in the first half
of 2021.
Related Agreements
PIPE Subscription Agreements
Concurrently with the
execution and delivery of the Reorganization Agreement, certain investors (the “PIPE Investors”) entered into share
subscription agreements pursuant to which the PIPE Investors have committed to subscribe for and purchase for an aggregate purchase
price of $300,000,000 shares of New Starship Common Stock (at $10.00 per share).
Voting Agreement
Within three business
days of the execution of the Reorganization Agreement, we entered into a Voting Agreement (the “Voting Agreement”)
with Payoneer and the Payoneer stockholders party thereto, pursuant to, and on the terms and subject to the conditions of which,
each Payoneer stockholder has unconditionally and irrevocably agreed among other things to vote its shares of Payoneer, and take
certain other actions, in support of the Reorganization.
Sponsor Share Surrender
and Share Restriction Agreement
In connection with the
transactions contemplated by the Reorganization Agreement, we entered into a Sponsor Share Surrender and Share Restriction Agreement
(the “Sponsor Share Surrender and Share Restriction Agreement”) with New Starship, Payoneer, our sponsor, and the other
parties to the Insider Agreement (as defined therein). The Sponsor Share Surrender and Share Restriction Agreement provides that:
our sponsor shall surrender to us, for no consideration, (a) 10% of the 19,411,094 Class B ordinary shares (the “Surrendered
Shares”) and (b) 100% of the placement warrants (the “Surrendered Warrants”) to purchase an aggregate of 723,333
Class B ordinary shares, and we shall cancel the Surrendered Shares and the Surrendered Warrants, as applicable. In addition, two-thirds
of the number of shares of New Starship Common Stock held by our sponsor immediately following the effective times of the Mergers
shall be subject to transfer restrictions based on certain closing share price thresholds of New Starship’s Common Stock
for 20 out of any 30 consecutive trading days.
Support Agreement
Concurrently with the
execution of the Reorganization Agreement, we entered into a Support Agreement (the “Support Agreement”) with our sponsor
and Payoneer, pursuant to, and on the terms and subject to the conditions of which, we and our sponsor have unconditionally and
irrevocably agreed among other things to vote our shares of Payoneer, and take certain other actions, in support of the Reorganization.
Lock-up Agreement
Within three business
days of the execution of the Reorganization Agreement, we, Payoneer, New Starship and certain Payoneer stockholders entered into
a Lock-up Agreement (the “Lock-up Agreement”) pursuant to which, among other things, the Holders agreed to not transfer
New Starship Shares, New Starship Options, New Starship RSUs and New Starship Warrants (each as defined in the Lock-up Agreement)
held by them prior to 180 days after the Closing, subject to certain permitted transfers and a potential early release of such
restrictions as set forth therein.
Business Combination Structure
We anticipate structuring
our initial business combination to acquire 100% of the equity interest or assets of the target business or businesses.
Nasdaq rules require that
our initial business combination must be with one or more target businesses that together have a fair market value equal to at
least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned)
at the time of our signing a definitive agreement in connection with our initial business combination. The fair market value of
the target or targets will be determined by our board of directors. If our board of directors is not able to independently determine
the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm
or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.
Business Strategy
We will seek to capitalize
on the significant technology, financial services, financial technology and banking experience and contacts of Betsy Z. Cohen,
our Chairman of the Board, Ryan Gilbert, our President and Chief Executive Officer, and Shami Patel, our Chief Operating Officer,
and our board of directors, to identify, evaluate and acquire a technology or fintech business, although we may pursue a business
combination outside of those industries. If we elect to pursue an investment outside of those industries, our management’s
expertise related to those industries may not be directly applicable to its evaluation or operation, and the information contained
in this Annual Report regarding that industry might not be relevant to an understanding of the business that we elect to acquire.
Members of our board of
directors and management team have served as executive officers and/or directors of FinTech Acquisition Corp., or FinTech I, a
former blank check company which raised $100.0 million in its initial public offering in February 2015 and completed its initial
business combination when it acquired FTS Holding Corporation in July 2016, which we refer to as the FinTech I Acquisition.
Members of our board of directors and management team have also served as executive officers and/or directors of FinTech Acquisition
Corp. II, or FinTech II, a blank check company which raised $175.0 million in its initial public offering in January 2017
and completed its initial business combination when it acquired Intermex Holdings II in July 2018, which we refer to as the
FinTech II Acquisition, in connection with which FinTech II changed its name to International Money Express, Inc. The common stock
of International Money Express, Inc. is currently traded on the Nasdaq Capital Market under the symbol “IMXI.” Members
of our board of directors and management team have also served as executive officers and/or directors of FinTech Acquisition Corp. III,
or FinTech III, a blank check company which raised $345.0 million in its initial public offering in November 2018 and completed
its initial business combination with Paya, Inc. in October 2020, which we refer to as the FinTech III Acquisition. The
common stock of Paya Holdings, Inc. is currently traded on the Nasdaq Capital Market under the symbol “PAYA.” Additionally, members
of our board of directors and management team also currently serve as executive officers, directors and/or advisors of: FinTech
Acquisition Corp. IV (NASDAQ: FTIV), or FinTech IV, a blank check company which raised $230.0 million in its initial public
offering in September 2020; FinTech Acquisition Corp. V, or FinTech V, a blank check company which raised $250.0 million in
its initial public offering in December 2020; FTAC Athena Acquisition Corp. (NASDAQ: FTAA), or FTAC Athena, a blank check company
which raised $250.0 million in its initial public offering in February 2021; FTAC Hera Acquisition Corp. (NASDAQ: HERA), or
FTAC Hera, a blank check company which raised $800 million in its initial public offering in March 2021; FTAC Parnassus Acquisition
Corp., or FTAC Parnassus, a blank check company currently in registration with the SEC; FinTech Acquisition Corp. VI, or FinTech
VI, a blank check company currently in registration with the SEC; and FTAC Zeus Acquisition Corp., or FTAC Zeus, a blank check
company currently in registration with the SEC. We believe that potential sellers of target businesses will view the fact that
members of our board of directors and management team have successfully closed multiple business combinations with vehicles similar
to our company as a positive factor in considering whether or not to enter into a business combination with us. However, past performance
is not a guarantee of success with respect to any business combination we may consummate.
Mrs. Cohen, our Chairman,
Mr. Gilbert, our President and Chief Executive Officer, and Mr. Patel, our Chief Operating Officer, have extensive experience
in the technology and financial services industries, generally, and the financial technology industry, in particular, as well as
extensive experience in operating technology and financial services companies in a public company environment.
Ms. Cohen, with over
42 years of experience, was a founder of Bancorp and served as Bancorp’s Chief Executive Officer from September 2000
through December 2014. Ms. Cohen served as Chairman of the board of directors of FinTech III until the FinTech III Acquisition,
as Chairman of the board of directors of FinTech II until the FinTech II Acquisition, and also served as the Chairman
of the board of directors of FinTech I until the Fintech I Acquisition and, following the FinTech I Acquisition,
served on the post-business combination board of directors until May 2017. She is currently the Chairman of the Board
of FinTech IV, FinTech V, FinTech VI, FTAC Athena and FTAC Hera. Ms. Cohen is also a founder of RAIT and was its Chairman
until December 2010 and its Chief Executive Officer until December 2006. She was also the founder and Chief Executive
Officer of JeffBanks and its subsidiary banks from 1974 until the merger of JeffBanks into Hudson United Bancorp in 1999.
Mr. Gilbert brings over 20 years of
global financial services expertise as an entrepreneur, angel investor, venture investor, and advisor spanning payments, remittances,
credit, insurance, and compliance. His most notable public company exits include Square and Eventbrite. Mr. Gilbert is a General
Partner at Propel Venture Partners, a $250 million venture capital fund backed by BBVA Group. Mr. Gilbert currently serves
as the President, Chief Executive Officer and director of FTAC Olympus. He also currently represents Propel Venture Partners on
the boards of Guideline, Ease, Steady, Charlie Finance, and Grabango. Mr. Gilbert serves as the executive chairman of SmartBizLoans,
a small business lending marketplace that he co-founded as an entrepreneur-in-residence at Venrock. Mr. Gilbert is an independent
director of bKash, Bangladesh’s largest provider of mobile financial services that serves over 45 million users, a director
of River City Bank, a $3.3 billion community bank based in Sacramento, CA, and a director of The Reserve Trust Company, a non-depository
Colorado chartered Trust Company backed by QED Investors. He was previously co-founder and CEO of real estate payments company
PropertyBridge (acquired by MoneyGram International). Mr. Gilbert currently serves as the President, Chief Executive Officer
and a director of FTAC Zeus and President and Chief Executive Officer of FTAC Parnassus.
Mr. Patel is a Managing
Director of the Asset Management Group of Cohen & Co. and was active in all aspects of the initial public offering and
business combination process of FinTech I and FinTech II, including origination, due diligence and execution. He served as a director,
Chairman of the Audit Committee and member of the Compensation Committee of FinTech I and FinTech II, and as an advisor to FinTech
III. Mr. Patel is Chief Operating Officer of FTAC Zeus, and also currently serves as an advisor to FinServ Acquisition Corp. (NASDAQ: FNSV),
or FinServ, a blank check company which raised $250.0 million in its initial public offering in November 2019, and Locust
Walk Acquisition Corp. a blank check company which raised $175.0 million in its initial public offering in January 2021.
We have identified the
following criteria that we intend to use in evaluating business transaction opportunities. We expect that no individual criterion
will entirely determine a decision to pursue a particular opportunity. Further, any particular business transaction opportunity
which we ultimately determine to pursue may not meet one or more of these criteria:
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Recurring Revenue. We have sought to acquire one or more businesses or assets that have a history of, or potential for, strong, sustainable recurring and predictable revenue streams.
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Strong management team. We have sought to acquire one or more businesses or assets that have strong, experienced management teams or those that provide a platform for us to assemble an effective and experienced management team. We have focused on management teams with a proven track record of driving revenue growth, enhancing profitability and creating value for their shareholders.
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Opportunities for add-on acquisitions. We have sought to acquire one or more businesses or assets that we can grow both organically and through acquisitions. In addition, we believe that our ability to source proprietary opportunities and execute transactions will help the business we acquire grow through acquisition, and thus serve as a platform for further add-on acquisitions.
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Differentiated business niche. We have sought to acquire one or more businesses or assets that have a leading or niche market position and that demonstrate advantages when compared to their competitors, which may help to create barriers to entry against new competitors. We anticipate that these barriers to entry will enhance the ability of these businesses or assets to generate strong profitability and free cash flow.
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Diversified customer and supplier base. We have sought to acquire one or more businesses or assets that have a diversified customer and supplier base, which are generally better able to endure economic downturns, industry consolidation, changing business preferences and other factors that may negatively impact their customers, suppliers and competitors.
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Competitive Strengths
We believe we have the
following competitive strengths:
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Management Operating and Investing Experience. Our directors and executive officers have significant experience in the financial services and financial technology industries. Betsy Z. Cohen has over 42 years’ experience in the financial services industry and is a founder of and, until her retirement in December 2014, served as chief executive officer of, The Bancorp, Inc., a financial holding company whose banking subsidiary, The Bancorp Bank, provides banking services principally through the internet. Additionally, Mrs. Cohen served as Chairman of the Board of FinTech I, FinTech II and FinTech III and currently serves as Chairman of the Board of FinTech IV, FinTech V and FinTech VI. Mr. Gilbert brings over 20 years of global financial services expertise as an entrepreneur, angel investor, venture investor, and advisor spanning payments, remittances, credit, insurance, and compliance. Mr. Gilbert is a General Partner at Propel Venture Partners, a $250 million venture capital fund backed by BBVA Group. He currently represents Propel Venture Partners on the boards of Guideline, Ease, Steady, Charlie Finance, and Grabango, and independently sits on the boards of SmartBiz Loans, bKash, River City Bank, and The Reserve Trust Company. We believe that this breadth of experience provides us with a competitive advantage in evaluating businesses and acquisition opportunities in our target industry.
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Established Deal Sourcing Network. As a result of their extensive experience in the financial services and venture capital industries, our team has developed a broad array of contacts in these industries. We believe that these contacts will be important in generating acquisition opportunities for us.
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Strong Financial Position and Flexibility. With a trust account initially in the amount of $754,743,760 and a public market for our ordinary shares, we offer a target business a variety of options to facilitate a future business transaction and fund the growth and expansion of business operations. Because we are able to consummate an initial business transaction using our equity, debt, cash or a combination of the foregoing, we have the flexibility to design an acquisition structure to address the needs of the parties. We have not, however, taken any steps to secure third party financing and would only do so in connection with the consummation of our initial business transaction. Accordingly, our flexibility in structuring an initial business transaction may be constrained by our ability to arrange third-party financing, if required.
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Status as a Public Company. We believe our structure makes us an attractive business transaction partner to prospective target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business transaction with us. In this situation, the owners of the target business would exchange their shares of stock or other equity interests in the target business for our shares. Once public, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with shareholders’ interests than it would as a private company. We believe that being a public company can also augment a company’s profile among potential new customers and vendors and aid it in attracting and retaining talented employees.
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Effecting Our Initial Business Combination
General
We are not presently engaged
in, and we will not engage in, any operations until our initial business combination. We intend to effectuate our initial business
combination using cash from the proceeds of the initial public offering and the private placement, our equity, debt or a combination
of these as the consideration to be paid in our initial business combination.
If we pay for our initial
business combination using shares or debt securities, or we do not use all of the funds released from the trust account for payment
of the purchase price in connection with our business combination or for redemptions or purchases of our ordinary shares, we may
apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or
expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating
our initial business combination, to fund the purchase of other companies or for working capital.
While we have not contacted
any of the prospective target businesses that FinTech I, FinTech II or FinTech III had considered and rejected while searching
for target businesses to acquire, we may do so in the future if we become aware that the valuations, operations, profits or prospects
of such target business, or the benefits of any potential transaction with such target business, would be attractive. Accordingly,
there is no current basis for shareholders to evaluate the possible merits or risks of the target business with which we may ultimately
complete our initial business combination. Although our management will assess the risks inherent in a particular target business
with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business
may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce
the chances that those risks will adversely impact a target business.
Nasdaq rules require that
our initial business combination be with one or more target businesses that together have a fair market value equal to at least
80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the
time of our signing a definitive agreement in connection with our initial business combination. Our initial business combination
must also be approved by a majority of our independent directors in accordance with NASDAQ rules. However, if our securities
are not listed on Nasdaq or another securities exchange, we will no longer be subject to that requirement.
We may seek to raise additional
funds through a private offering of debt or equity securities to finance our initial business combination, and we may effectuate
an initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. Subject
to compliance with applicable securities laws, we would consummate such financing only simultaneously with the consummation of
our business combination. In the case of an initial business combination funded with assets other than the trust account assets,
our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and,
only if required by law or Nasdaq, we would seek shareholder approval of such financing. There are no prohibitions on our ability
to raise funds privately or through loans in connection with our initial business combination. At this time, we are not a party
to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities
or otherwise.
Sources of Acquisition Candidates
We anticipate that target
business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, attorneys,
accountants, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds, brokers and other members
of the financial community and corporate executives. These target candidates may present solicited or unsolicited proposals. Such
sources became aware that we were seeking a business combination candidate by a variety of means, including publicly available
information relating to the initial public offering, public relations and marketing efforts or direct contact by management following
the completion of the initial public offering.
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
contacts. 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 if 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 finder’s fees 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, officers or directors, or any entities with which they are affiliated, be paid any finder’s fee, consulting
fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business
combination (regardless of the type of transaction that it is), other than (i) repayment of loans made to us prior to the date
of the initial public offering by our sponsor and its affiliates to cover offering-relating and organization expenses, (ii) repayment
of incremental loans that our sponsor, members of our management team, board or any of their respective affiliates or other
third parties may make to finance transaction costs in connection with an intended initial business combination (provided that
if we do not consummate an initial business combination, we may use working capital held outside the trust account to repay such
loaned amounts, but no proceeds from our trust account would be used for such repayment), (iii) payments to our sponsor or its
affiliate of a total of $25,000 per month for office space, administrative and shared personnel support services, and (iv) reimbursements
for any out-of-pocket expenses related to identifying, investigation and completing an initial business combination. None of the
initial holders, our officers, our directors or any entity with which they are affiliated will be allowed to receive any compensation,
finder’s fees or consulting fees from a prospective acquisition target in connection with a contemplated acquisition of such
target by us. Although some of our officers and directors may enter into employment or consulting agreements with the acquired
business following our initial business combination, the presence or absence of any such arrangements will not be used as a criterion
in our selection process of an acquisition candidate.
We are not prohibited
from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors or their
affiliates. Additionally, we are not prohibited from partnering, submitting joint bids, or entering into any similar transaction
with such persons in the pursuit of an initial business combination. If we seek to complete an initial business combination with
such a company or we partner with such persons in our pursuit of an initial business combination, we, or a committee of independent
directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting
firm, and reasonably acceptable to Citigroup Global Markets Inc. and Cantor Fitzgerald & Co., as representatives of the underwriters
of the initial public offering, that such an initial business combination is fair to our shareholders from a financial point of
view. Generally, such opinion is rendered to a company’s board of directors and investment banking firms may take the view
that shareholders may not rely on the opinion. Such view will not impact our decision on which investment banking firm to hire.
Unless we consummate our
initial business combination with an affiliated entity, we are not required to obtain a financial fairness opinion from an independent
investment banking firm. If we do not obtain such an opinion, our shareholders will be relying on the judgment of our board of
directors, who will determine fair market value and fairness based on standards generally accepted by the financial community.
The application of such standards would involve a comparison, from a valuation standpoint, of our business combination target to
comparable public companies, as applicable, and a comparison of our contemplated transaction with such business combination target
to other then-recently announced comparable private and public company transactions, as applicable. The application of such standards
and the basis of our board of directors’ determination will be discussed and disclosed in our tender offer or proxy solicitation
materials, as applicable, related to our initial business combination.
Selection of a target business and structuring
of our initial business combination
Nasdaq rules require that
we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets
held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust
account) at the time of our signing a definitive agreement in connection with our initial business combination. The fair market
value of our initial business combination will be determined by our board of directors based upon one or more standards generally
accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. Our shareholders
will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard
used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome
from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable,
related to our initial business combination.
If our board of directors
is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from
an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company
we are seeking to acquire or an independent accounting firm, with respect to the satisfaction of such criteria. We do not intend
to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement,
our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses,
although we will not be permitted to effectuate our initial business combination with another blank check company or a similar
company with nominal operations.
In any case, we will only
complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target
or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business or
businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will
be taken into account for purposes of Nasdaq’s 80% fair market value test. There is no basis for shareholders to evaluate
the possible merits or risks of any target business with which we may ultimately complete our initial business combination.
To the extent we effect
our initial business combination with a company or business that may be financially unstable or in its early stages of development
or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate
the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant
risk factors.
In evaluating a prospective
target business, we expect to conduct a thorough due diligence review, which may encompass, among other things, meetings with incumbent
management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and
other information that will be made available to us.
The time required to select
and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this
process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and
evaluation of a prospective target business with which our initial business combination is not ultimately completed will result
in our incurring losses and will reduce the funds we can use to complete another business combination.
Lack of business diversification
For an indefinite period
of time after consummation 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 consummating a business combination with only a single entity, our lack of
diversification may:
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subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and
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cause us to depend on the marketing and sale of a single product or limited number of products or services.
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Limited ability to evaluate the target’s
management team
Although we closely scrutinize
the management of a prospective target business when evaluating a target business, our assessment of the target business’
management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or
abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business
cannot presently be stated with any certainty. While it is possible that one or more of our directors will remain associated in
some capacity with us following our business combination, it is unlikely that any of them will devote their full efforts to our
affairs subsequent to our business combination. Moreover, we cannot assure you that members of our management team will have significant
experience or knowledge relating to the operations of the particular target business. We cannot assure you that any of our key
personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any
of our key personnel will remain with the combined company will be made at the time of our initial business combination.
Following a business combination,
we may seek to recruit additional managers to supplement the incumbent management team of the target business. We cannot assure
you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge
or experience necessary to enhance the incumbent management.
Shareholders may not have the ability to
approve a business combination
We may conduct redemptions
without a shareholder vote pursuant to the tender offer rules of the SEC, subject to the provisions of our amended and restated
memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable Nasdaq
rules, or we may decide to seek shareholder approval for business or other legal reasons.
Under NASDAQ’s listing
rules, shareholder approval would be required for our initial business combination if, for example:
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we issue ordinary shares that will be equal to or in
excess of 20% of the number of Class A ordinary shares then outstanding (other than in a public offering);
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any of our directors, officers or substantial shareholders
(as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly
or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary
shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or
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the issuance or potential issuance of ordinary shares
will result in our undergoing a change of control.
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Permitted purchases of our securities
If we seek shareholder
approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant
to the tender offer rules, our sponsor, directors, officers or their affiliates may purchase shares in privately negotiated transactions
or in the open market either prior to or following the consummation of our initial business combination, although as of the date
of this Annual Report they have no commitments, plans or intentions to engage in such transactions. None of the funds in the trust
account will be used to purchase shares in such transactions. They will not make any such purchases when they are in possession
of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under
the Exchange Act. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record
holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
In the event that our
sponsor, directors, officers or their affiliates purchase shares in privately negotiated transactions from public shareholders
who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior
elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject
to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under
the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such
rules, the purchasers will comply with such rules.
The purpose of such purchases
would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder
approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have
a minimum net worth or a certain amount of cash at the closing of the business combination, where it appears that such requirement
would otherwise not be met. This may result in the consummation of a business combination that may not otherwise have been possible.
As a consequence of any
such purchases, the public “float” of our ordinary shares may be reduced and the number of beneficial holders of our
securities may be reduced, which may make it difficult to obtain the continued listing of our securities on Nasdaq or another national
securities exchange in connection with our initial business combination.
Our sponsor, officers,
directors and/or their affiliates anticipate that they may identify the shareholders with whom they may pursue privately negotiated
purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders
following our mailing of tender offer or proxy materials in connection with our initial business combination. To the extent that
our sponsor, officers, directors or their affiliates enter into a private purchase, they would identify and contact only potential
selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote
against the business combination. Such persons would select the shareholders from whom to acquire shares based on the number of
shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase.
The price per share paid in any such transaction may be different than the amount per share a public shareholder would receive
if it elected to redeem its shares in connection with our initial business combination. Our sponsor, officers, directors or their
affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities
laws.
Any purchases by our sponsor,
officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will
only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability
for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements
that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or
their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of
the Exchange Act.
Redemption rights for public shareholders
upon consummation of our initial business combination
We will provide our shareholders
with the opportunity to redeem all or a portion of their ordinary shares upon the consummation of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days
prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable),
divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account
is approximately $10.00 per public share (based on the trust account balance as of December 31, 2020). There will be no redemption
rights upon the consummation of our initial business combination with respect to our warrants. 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. Our initial holders, 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, any placement shares and any public
shares they may hold in connection with the completion of our initial business combination
Manner of Conducting Redemptions
We will provide our public
shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial
business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means
of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a
tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the
transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange
listing requirement. Under Nasdaq rules, asset acquisitions and share purchases would not typically require shareholder approval
while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and
outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder
approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder
approval is required by law or stock exchange listing requirements or we choose to seek shareholder approval for business or other
legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such
rules.
If a shareholder vote
is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended
and restated memorandum and articles of association:
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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
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file tender offer documents with the SEC prior to consummating our initial business combination that contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
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Upon the public announcement
of our initial business combination, we 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 if we elect to redeem our public shares through a tender offer, to comply with Rule
14e-5 under the Exchange Act.
In the event we conduct
redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance
with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to consummate our initial business combination until the
expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more
than a specified number of public shares which are not purchased by our sponsor, which number will be based on the requirement
that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001
either prior to or upon consummation of our initial business combination, after payment of the deferred underwriting commission
(so that we are not subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement
which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares
than we have offered to purchase, we will withdraw the tender offer and not complete our initial business combination.
If, however, shareholder
approval of the transaction is required by law or Nasdaq rules, or we decide to obtain shareholder approval for business or other
legal reasons, we will, pursuant to our amended and restated memorandum and articles of association:
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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
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file proxy materials with the SEC.
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We expect that a final
proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that
a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice
of redemption if we conduct redemptions in conjunction with a proxy solicitation.
In the event that we seek
shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide
our public shareholders with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder
approval, we will complete our initial business combination only if we 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.
In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed
(and their permitted transferees will agree) to vote any founder shares and placement shares held by them and any public shares
purchased during or after the initial public offering in favor of our initial business combination. We expect that at the
time of any shareholder vote relating to our initial business combination, our sponsor and its permitted transferees will own at
least 22.2% of our issued and outstanding ordinary shares entitled to vote thereon. Each public shareholder may elect to redeem
its public shares irrespective of whether they vote for or against the proposed transaction. In addition, our sponsor, officers
and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights
with respect to any founder shares, placement shares and public shares in connection with the completion of a business combination.
Our amended and restated
memorandum and articles of association provide that we will only redeem our public shares so long as (after such redemption) our
net tangible assets will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after
payment of the deferred underwriting commission (so that we are not subject to the SEC’s “penny stock” rules).
Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement
relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration
to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate
purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination.
In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted
for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed
the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class
A ordinary shares submitted for redemption will be returned to the holders thereof.
Limitation on redemption upon consummation
of our initial business combination if we seek shareholder approval
Notwithstanding the foregoing,
if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a
public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in
concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption
rights with respect to an more than aggregate of 15.0% of the shares sold in the initial public offering without our prior consent.
We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent
attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a
means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market
price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15.0% of the
shares sold in the initial public offering could threaten to exercise its redemption rights if such holder’s shares are not
purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By
limiting our shareholders’ ability to redeem no more than 15.0% of the shares sold in the 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 restrict our shareholders’ ability to
vote all of their shares (including all shares held by those shareholders that hold more than 15.0% of the shares sold in the initial
public offering) for or against our business combination.
Tendering share certificates in connection
with a tender offer or redemption rights
We may require our public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street
name,” to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer
documents, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event
we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s
DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination. The tender offer
or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business
combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public
shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to
two days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if
it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less
than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at
least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders
well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation.
There is a nominal cost
associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC
System. The transfer agent will typically charge the tendering broker $100.00 and it would be up to the broker whether or not to
pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders
seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption
rights regardless of the timing of when such delivery must be effectuated.
The foregoing is different
from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business
combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business
combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating
such holder was seeking to exercise his redemption rights. After the business combination was approved, the company would contact
such shareholder to arrange for him to deliver his certificate to verify ownership. As a result, the shareholder then had an “option
window” after the consummation of the business combination during which he could monitor the price of the company’s
stock in the market. If the price rose above the redemption price, he could sell his shares in the open market before actually
delivering his shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they
needed to commit before the general meeting, would become “option” rights surviving past the consummation of the business
combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to
the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved.
Any request to redeem
such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the
general meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivers 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 business combination.
If the initial business
combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption
rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will
promptly return any certificates delivered by public holders who elected to redeem their shares.
If our initial business
combination is not consummated, we may continue to try to consummate a business combination with a different target until August
28, 2022.
Redemption of public shares and liquidation
if no initial business combination
Our amended and restated
memorandum and articles of association provides that we will have only until August 28, 2022 to complete our initial business combination.
If we are unable to consummate our initial business combination by August 28, 2022, 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
(net of taxes payable) (less up to $100,000 of interest 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate,
subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other
applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire
worthless if we fail to complete our initial business combination within such completion window.
Our sponsor, officers
and directors have waived their rights to liquidating distributions from the trust account with respect to any founder shares and
placement shares held by them if we fail to complete our initial business combination by August 28, 2022. However, if our sponsor,
officers or directors acquire public shares in or after the initial public offering, they will be entitled to liquidating distributions
from the trust account with respect to such public shares if we fail to complete our initial business combination by August 28,
2022.
Our sponsor, executive
officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended
and restated memorandum and articles of association that (i) would modify the substance or timing of our obligation to redeem 100%
of our public shares if we do not complete our initial business combination by August 28, 2022 or (ii) with respect to the other
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 (which interest shall be
net of taxes payable) divided by the number of then outstanding public shares. However, we will only redeem our public shares so
long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon consummation of our
initial business combination, after payment of the deferred underwriting commission (so that we are not subject to the SEC’s
“penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public
shares such that we cannot satisfy the net tangible asset requirement (described above) we would not proceed with the amendment
or the related redemption of our public shares.
We expect that all costs
and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts
remaining out of the approximately $5,300,000 of proceeds 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 taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those
costs and expenses.
If we were to expend all
of the net proceeds of the initial public offering and the sale of the placement units, other than the proceeds deposited in the
trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount
received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could,
however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders.
We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than
$10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide
for all creditors’ claims.
Although we will seek
to have all third parties (other than our independent auditors), prospective target businesses or other entities with which we
do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the
trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even
if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited
to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability
of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held
in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account,
our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third
party that has not executed a waiver if management believes that such third party’s engagement would be significantly more
beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute
a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to
be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable
to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive
any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and
will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete
our initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with
our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may
be brought against us within the 10 years following redemption. Our sponsor has agreed that it will be liable to us if and to the
extent any claims by a third-party (other than our independent auditors) for services rendered or products sold to us, or
a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in
the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as
of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount
of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all
rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the initial public
offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed
to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims.
We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe
that our sponsor’s only assets are securities of our company. None of our other officers will indemnify us for claims by
third parties including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds in the trust
account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as
of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount
of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations
or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether
to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent
directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible
that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly,
we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially
less than $10.00 per share.
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 third parties (other
than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not
be liable as to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities,
including liabilities under the Securities Act. We will have access to up to $5,300,000 from the proceeds of the initial public
offering and the sale of the placement units, with which to pay any such potential claims (including costs and expenses incurred
in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate
and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds
from our trust account could be liable for claims made by creditors.
If we file a bankruptcy or insolvency petition
or an involuntary bankruptcy insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account
could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third
parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot
assure you we will be able to return $10.00 per share to our public shareholders. Additionally, if we file a bankruptcy insolvency
petition or an involuntary bankruptcy insolvency petition is filed against us that is not dismissed, any distributions received
by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer”
or a “fraudulent conveyance.” As a result, a bankruptcy insolvency court could seek to recover all amounts received
by our shareholders. Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors and/or may have
acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from
the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us
for these reasons.
Our public shareholders will be entitled
to receive funds from the trust account only upon the earlier of (i) the completion of our initial business combination, (ii)
the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum
and articles of association to (A) modify the substance or timing of our obligation to redeem 100% of our public shares if we do
not complete our initial business combination by August 28, 2022 or (B) with respect to any other provision relating to shareholders’
rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete
our initial business combination by August 28, 2022, subject to applicable law. In no other circumstances will a shareholder have
any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our
initial business combination, a shareholder’s voting in connection with the business combination alone will not result in
a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have
also exercised its redemption rights described above.
Competition
In identifying, evaluating
and selecting a target business for our business combination, we encounter intense competition from other entities having a business
objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds and operating
businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying
and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial,
technical, human and other resources than we do. Our ability to acquire larger target businesses will be limited by our available
financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore,
our obligation to pay cash to our public shareholders who exercise their redemption rights will reduce the resources available
to us for an initial business combination and our outstanding warrants, and the future dilution they potentially represent, may
not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully
negotiating an initial business combination.
Facilities
We currently maintain
our executive offices at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104-2870. The cost for our use of this space is included
in the $25,000 per month fee we pay to our sponsor or its affiliate for office space, administrative and shared personnel support
services. We consider our current office space adequate for our current operations.
Employees
We currently have three
officers. Members of our management team are not obligated to devote any specific number of hours to our matters but they devote
as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount
of time that our officers or any other members of our management team devote in any time period varies based on whether a target
business has been selected for our initial business combination and the stage of the initial business combination process we are
in. We do not intend to have any full time employees prior to the consummation of our initial business combination.
Periodic Reporting and Financial Information
We have registered our
units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the requirement that
we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual
reports contain financial statements audited and reported on by our independent registered public accountants. The SEC maintains
an Internet site that contains reports, proxy and information statements, and other information regarding issuers like us that
file electronically with the SEC at http://www.sec.gov.
We will provide shareholders
with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation
materials sent to shareholders to assist them in assessing the target business. These financial statements may be required to be
prepared in accordance with, or be reconciled to, U.S. GAAP, or IFRS, depending on the circumstances and the historical financial
statements may be required to be audited in accordance with the PCAOB. These financial statement requirements may limit the pool
of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose
such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time
frame. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.
We will be required to
evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley Act. Only
in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to have our internal control
procedures audited. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy
of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley
Act may increase the time and costs necessary to complete any such acquisition.
We are an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible
to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously approved. If some shareholders 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
the 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 is held by non-affiliates
exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible
debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning
associated with it in the JOBS Act.
You should consider carefully all of the risks described below,
which we believe are the principal risks that we face and of which we are currently aware, and all of the other information contained
in this report. If any of the events or developments described below occur, our business, financial condition or results of operations
could be negatively affected. The risks described below do not include risks relating to our proposed Business Combination with
Payoneer. For a description of such risks, please see the registration statement on Form S-4 filed by New Starship with the Securities
and Exchange Commission on February 16, 2021.
Risks Relating
to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
Our public shareholders may not be afforded
an opportunity to vote on our proposed business combination, which means we may consummate our initial business combination even
though a majority of our public shareholders do not support such a combination.
We may not hold a shareholder
vote to approve our initial business combination unless the business combination would require shareholder approval under applicable
Cayman Islands law or the rules of Nasdaq or if we decide to hold a shareholder vote for business or other legal reasons. Examples
of transactions that would not ordinarily require shareholder approval include asset acquisitions and share purchases, while transactions
such as direct mergers with our company or transactions where we issue more than 20% of our outstanding shares would require shareholder
approval. For instance, the Nasdaq rules currently allow us to engage in a tender offer in lieu of a general meeting but would
still require us to obtain shareholder approval if we were seeking to issue more than 20% of our outstanding shares to a target
business as consideration in any business combination. Therefore, if we were structuring a business combination that required us
to issue more than 20% of our outstanding shares, we would seek shareholder approval of such business combination. Except
as required by law or Nasdaq rules, the decision as to whether we will seek shareholder approval of a proposed business combination
or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will
be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise
require us to seek shareholder approval. Accordingly, we may consummate our initial business combination even if holders of a majority
of the public shares do not approve of the business combination we consummate.
If we seek shareholder approval of our
initial business combination, our sponsor, directors and officers have agreed to vote in favor of such initial business combination,
regardless of how our public shareholders vote.
Unlike other blank check
companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast
by the public shareholders in connection with an initial business combination, our sponsor, officers and directors have agreed
(and their permitted transferees will agree), pursuant to a letter agreement entered into with us, to vote any founder shares and
any placement shares, as well as any public shares purchased during or after the initial public offering, in favor of our initial
business combination. Our initial shareholders own shares representing 22.2% of our issued and outstanding ordinary shares, including
placement shares. Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the
necessary shareholder approval will be received than would be the case if our sponsor, officers and directors agreed to vote their
founder shares, placement shares and public shares in accordance with the majority of the votes cast by our public shareholders.
Your only opportunity to affect the
investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares
from us for cash, unless we seek shareholder approval of the business combination.
At the time of your investment
in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses.
Since our board of directors may consummate a business combination without seeking shareholder approval, public shareholders may
not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, if
we do not seek shareholder approval, your only opportunity to affect the investment decision regarding a potential business combination
will 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.
The ability of our public shareholders
to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which
may make it difficult for us to enter into a business combination with a target.
We may seek to enter into
a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum
net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to
meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, we will
only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior
to or upon consummation of our initial business combination, after payment of the deferred underwriting commission (so that we
are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which
may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted
redemption requests would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of our
initial business combination or such greater amount necessary to satisfy a closing condition as described above, we would not proceed
with such redemption and the related business combination and may instead search for an alternate business combination. Prospective
targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.
The ability of our public shareholders
to exercise redemption rights with respect to a large amount of our shares may not allow us to consummate the most desirable business
combination or optimize our capital structure.
At the time we enter into
an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights,
and therefore we will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If our business combination agreement requires us to use a portion of the cash in the trust account to pay the
purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the
trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted
for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash
in the trust account or arrange for 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 provisions of 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 shares at the time of the initial business combination. The above
considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital
structure.
The ability of our public shareholders
to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business
combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If our business combination
agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum
amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial
business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust
account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such
time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer
a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or
you are able to sell your shares in the open market.
The requirement that we consummate a
business combination by August 28, 2022 may give potential target businesses leverage over us in negotiating a business combination
and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution
deadline, which could undermine our ability to consummate a business combination on terms that would produce value for our shareholders.
Any potential target business
with which we enter into negotiations concerning a business combination will be aware that we must consummate our initial business
combination by August 28, 2022. 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 August 28, 2022. 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 net proceeds of the initial public
offering not being held in the trust account are insufficient to allow us to operate until at least August 28, 2022, we may be
unable to complete our initial business combination.
The funds available to
us outside of the trust account may not be sufficient to allow us to operate until at least August 28, 2022, assuming that our
initial business combination is not completed by that date. We believe that the funds available to us outside of the trust account
will be sufficient to allow us to operate until at least August 28, 2022; 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 designed to keep target businesses from “shopping” around for transactions
with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination,
although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive
exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise),
we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we
are unable to complete our initial business combination, our public shareholders may receive only $10.00 per share on the liquidation
of our trust account and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less
than $10.00 per share upon our liquidation.
If the net proceeds from the initial
public offering and the sale of the placement units not being held in the trust account are insufficient, 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 for a business combination, to pay our taxes and to complete our
initial business combination.
Of the net proceeds of
the initial public offering and the sale of the placement units, only $5,102,368 was available to us as of December 31, 2020 outside
the trust account to fund our working capital requirements. If we are required to seek additional capital, we would need to borrow
funds from our sponsor, management team or other third parties to operate, or we may be forced to liquidate. Neither of our sponsor,
members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances.
Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of
our initial business combination. 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 receive only approximately $10.00 per share (or less in certain circumstances) on our redemption of our public shares, and
our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on
the redemption of their shares. Please see “If third parties bring claims against us, the proceeds held in the trust
account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share”
and other risk factors in this section.
Our search for a business combination, and any target
business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus
(COVID-19) outbreak and the status of debt and equity markets.
The COVID-19 outbreak has and a significant
outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and
financial markets worldwide, and the business of any potential target business with which we consummate a business combination
could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns
relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or the target
company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely
manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which
are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and
the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters
of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations
of a target business with which we ultimately consummate a business combination, may be materially adversely affected. In addition,
our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted
by COVID-19 and other events, 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.
We may not be able to consummate our
initial business combination by August 28, 2022, in which case we would cease all operations except for the purpose of winding
up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.00 per share,
or less than such amount in certain circumstances, and our warrants will expire worthless.
Our amended and restated
memorandum and articles of association provide that we must complete our initial business combination by August 28, 2022. We may
not be able to find a suitable target business and complete our initial business combination by that date. If we have not completed
our initial business combination by August 28, 2022, 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 (which interest shall be
net of taxes payable, and less up to $100,000 of interest 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), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,
subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other
applicable law. In such case, our public shareholders may only receive $10.00 per share, and our warrants will expire worthless.
In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares.
If we are unable to consummate our initial business combination
by August 28, 2022, our public shareholders may be forced to wait beyond such date before redemption from our trust account.
If we are unable to consummate our initial
business combination by August 28, 2022, we will distribute the aggregate amount then on deposit in the trust account (less up
to $100,000 of the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption
and cease all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of public
shareholders from the trust account shall 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 windup, liquidate the trust account and distribute such
amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution
must comply with the applicable provisions of the Companies Law. In that case, investors may be forced to wait beyond the initial
24 months before the redemption proceeds of our trust account become available to them and they receive the return of their
pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of
our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where
investors have sought to redeem their 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.
If we seek shareholder approval of our
initial business combination, our sponsor, directors, officers and their affiliates may elect to purchase shares from public shareholders,
which may influence a vote on a proposed business combination and reduce the public “float” f 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 business combination pursuant
to the tender offer rules, our sponsor, directors, officers or their affiliates may purchase shares in the open market or in privately
negotiated transactions either prior to or following the consummation of our initial business combination, although they are under
no obligation to do so. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record
holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the
event that our sponsor, directors, officers or their affiliates purchase shares in privately negotiated transactions from public
shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke
their prior elections to redeem their shares. The price per share paid in any such transaction may be different than the amount
per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination.
The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase the likelihood
of obtaining shareholder approval of the business combination, or to satisfy a closing condition in an agreement with a target
that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination, where it appears
that such requirement would otherwise not be met. This may result in the completion of our business combination that may not otherwise
have been possible.
In addition, if such purchases
are made, the public “float” of our Class A ordinary shares and the number of beneficial holders of our securities
may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on Nasdaq.
If a shareholder fails to receive notice
of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures
for tendering its shares, such shares may not be redeemed.
We will comply with the
tender offer rules or proxy 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 tender offer or proxy materials, as applicable,
such shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy
materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination
will describe the various procedures that must be complied with in order to validly tender or redeem public shares. In the event
that a shareholder fails to comply with these procedures, its shares may not be redeemed. Please see “Business — Tendering
share certificates in connection with attender offer or redemption rights.”
You will not have any rights or interests
in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be
forced to sell your public shares or warrants, potentially at a loss.
Our public shareholders
will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion of our initial business
combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended
and restated memorandum and articles of association to (a) modify the substance or timing of our obligation to redeem 100% of our
public shares if we do not complete our initial business combination by August 28, 2022 or (b) with respect to any other provision
relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of our public shares
if we are unable to complete our initial business combination by August 28, 2022, 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. Accordingly,
to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
You will not be entitled to protections
normally afforded to investors of many other blank check companies.
Since the net proceeds
of the initial public offering and the sale of the placement units are intended to be used to complete an initial business combination
with a target business that has not been identified, we may be deemed to be a “blank check” company under the United
States securities laws. However, because we had net tangible assets in excess of $5.0 million upon the completion of the initial
public offering and the sale of the placement units 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 under the Securities Act. Accordingly, investors will 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 a business combination
than would companies subject to Rule 419. Moreover, if the initial public offering was subject to Rule 419, that rule would prohibit
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 consummation 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 approximately
$10.00 per share, or less in certain circumstances, on our redemption, and our warrants will expire worthless.
We expect to encounter
intense competition from other entities having a business objective similar to ours, including private investors (which may be
individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing
for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive
experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to
various industries. Many of these competitors possess greater technical, human and other resources, or more local industry knowledge
than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While
we believe there are numerous target businesses we could potentially acquire, 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, if we are
obligated to pay cash for the Class A ordinary shares redeemed and, in the event we seek shareholder approval of our initial business
combination, we make purchases of our Class A ordinary shares, potentially reducing 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 approximately
$10.00 per share (or less in certain circumstances) (based on the trust account balance as of December 31, 2020) on the liquidation
of our trust account and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less
than $10.00 per share on the redemption of their shares.
Subsequent to the consummation of our
initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges
that could have a significant negative effect on our financial condition, results of operations and our share price, which could
cause you to lose some or all of your investment.
Even if we conduct extensive
due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues
that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary
amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result
of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment
or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected
risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even
though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges
of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature
may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt
held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any shareholders who
choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders
are unlikely to have a remedy for such reduction in value.
If third parties bring claims against
us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be
less than $10.00 per share.
Our placing of funds in
the trust account may not protect those funds from third party claims against us. Although we seek to have all third parties (other
than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our
public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented
from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility
or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage
with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute
an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives
available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes
that such third party’s engagement would be significantly more beneficial to us than any alternative.
Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute
a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no
guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any
negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption
of our public shares, if we are unable to complete our business combination within the required time frame, or upon the exercise
of a redemption right in connection with our 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 share initially held in the trust account due to claims
of such creditors.
FTAC Olympus Sponsor,
LLC has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors)
for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction
agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount
per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value
of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as any claims by a third party
who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity
of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act.
Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, FTAC Olympus Sponsor, LLC will
not be responsible to the extent of any liability for such third party claims. We have not independently verified whether FTAC
Olympus Sponsor, LLC has sufficient funds to satisfy its indemnity obligations and believe that FTAC Olympus Sponsor, LLC’s
only assets are securities of our company. FTAC Olympus Sponsor, LLC may not have sufficient funds available to satisfy those obligations.
We have not asked FTAC Olympus Sponsor, LLC to reserve for such obligations, and therefore, no funds are currently set aside to
cover any such 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 third parties and prospective target businesses.
Our directors may decide not to enforce
the indemnification obligations of FTAC Olympus Sponsor, LLC, resulting in a reduction in the amount of funds in the trust account
available for distribution to our public shareholders.
In the event that the
proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share or (ii) such lesser amount per public
share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust
assets, in each case net of the interest which may be withdrawn to pay taxes, and FTAC Olympus Sponsor, LLC 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 FTAC Olympus Sponsor, LLC to enforce its indemnification obligations.
While we currently expect that our independent directors would take legal action on our behalf against FTAC Olympus Sponsor, LLC
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 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.
If, after we distribute the proceeds
in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency
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 proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy
or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under
applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”
As a result, a bankruptcy or insolvency court could seek to recover all amounts received by our shareholders. In addition, our
board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby
exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing
the claims of creditors.
If, before distributing the proceeds
in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency
petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims
of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation
may be reduced.
If, before distributing
the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy
or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable
bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the
claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise
be received by our shareholders in connection with our liquidation may be reduced.
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 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,
and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing
the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors
and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while
we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable
to a fine of $18,292.68 and to imprisonment for five years in the Cayman Islands.
We may not hold an annual general meeting
until after the consummation of our initial business combination. Our public shareholders will not have the right to appoint directors
prior to the consummation of our initial business combination.
In accordance with NASDAQ
corporate governance requirements, we are not required to hold an annual general meeting until no later than one year after our
first fiscal year end following our listing on NASDAQ. There is no requirement under the Companies Law for us to hold annual or
general meetings or appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity
to discuss company affairs with management. 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 prior to consummation of our initial business combination.
Because we are not limited to a particular
industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain
the merits or risks of any particular target business’ operations.
We may seek to consummate
a business combination with an operating company in any industry or sector. However, we will not, under our amended and restated
memorandum and articles of association, be permitted to consummate our business combination with another blank check company or
similar company with nominal operations. To the extent we consummate our initial business combination, we may be affected by numerous
risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business
or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations
of a financially unstable entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular
target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we
will 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 also cannot assure
you that an investment in our securities will ultimately prove to be more favorable to investors than a direct investment, if such
opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following
the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy
for such reduction in value.
We may seek acquisition 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 acquisition opportunity for our company. In the event we elect to pursue an
acquisition 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 adequately ascertain or assess all f the significant risk factors. Accordingly, any shareholders who choose to remain
shareholders following our business combination could suffer a reduction in the value of their shares. Such shareholders 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 consummate a business combination
with a target that does not meet some or all of these 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 law or Nasdaq rules,
or we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to obtain 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 receive only approximately $10.00 per share (based
on the trust account balance as of December 31, 2020), on the liquidation of the trust account and our warrants will expire worthless.
We may seek acquisition opportunities
with a financially unstable business or an entity lacking an established record of sales or earnings.
To the extent we complete
our initial business combination with 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 volatile
revenues or earnings 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 are not required to obtain an opinion
from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance
from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
Unless we consummate our
initial business combination with an affiliated entity, or our board cannot independently determine the fair market value of the
target business or businesses, we are not required to obtain an opinion from an independent investment banking firm or another
independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent
accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion
is obtained, our shareholders will be relying on the 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 tender offer or proxy
solicitation materials, as applicable, related to our initial business combination. However, if our board of directors is unable
to determine the fair value of an entity with which we seek to complete an initial business combination based on such standards,
we will be required to obtain an opinion as described above.
Because we must furnish our shareholders
with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination
with some prospective target businesses.
The federal proxy rules
require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include
historical and/or pro forma financial statement disclosure in periodic reports. 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, or U.S. GAAP, or international financing reporting standards as issued by the International Accounting Standards
Board, or 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), or PCAOB. These financial statement requirements
may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements
in time for us to disclose such statements in accordance with federal proxy rules and consummate our initial business combination
by August 28, 2022.
Compliance obligations under the Sarbanes-Oxley
Act may make it more difficult for us to consummate our initial business combination, require substantial financial and management
resources, and increase the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act
requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for
the year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer
will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control
over financial reporting. Further, for as long as we remain an emerging growth company, we will not 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 company with which we seek to complete our 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 control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs
necessary to complete any such acquisition.
We do not have a specified maximum redemption
threshold. The absence of such a redemption threshold may make it possible for us to consummate a business combination with which
a substantial majority of our shareholders do not agree.
Our amended and restated
memorandum and articles of association do not provide a specified maximum redemption threshold, except that we will only redeem
our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either prior to or upon
consummation of our initial business combination after payment of the deferred underwriting commission (such that we are not subject
to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained
in the agreement relating to our initial business combination. As a result, we may be able to complete our 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 business
combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor,
officers, directors or 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.
In order to complete an initial business
combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing
instruments. We cannot assure you that we will not seek to 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, blank check companies have, in the past, amended various provisions of their charters and modified governing
instruments. For example, blank check companies have amended the definition of business combination, increased redemption thresholds
and extended the period of time in which it had to consummate a business combination. We cannot assure you that we will not seek
to amend our amended and restated memorandum and articles of association or governing instruments or extend the time in which we
have to consummate a business combination through amending our amended and restated memorandum and articles of association require
a special resolution of our shareholders as a matter of Cayman Islands law.
The provisions of our amended and restated
memorandum and articles of association that relate to our pre-initial business combination activity (and corresponding provisions
of the agreement governing the release of funds from our trust account), including an amendment to permit us to withdraw funds
from the trust account such that the per share amount investors will receive upon any redemption or liquidation is substantially
reduced or eliminated, may be amended with the approval of a special resolution under Cayman Islands law, which requires the approval
of holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, which is a lower amendment threshold
than that of some other blank check companies (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). It may be easier for us, therefore,
to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the completion of
an initial business combination that some of our shareholders may not support.
Some other blank check
companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate
to a company’s pre-initial business combination activity, without approval by a certain percentage of the company’s
shareholders. In those companies, amendment of these provisions requires approval by between 90% and 100% of the company’s
public shareholders. Our amended and restated memorandum and articles of association provide that any of its provisions, including
those related to pre-initial business combination activity (including the requirement to deposit proceeds of the initial public
offering and the private placement into the trust account and not release such amounts except in specified circumstances, and to
provide redemption rights to public shareholders as described herein and in our amended and restated memorandum and articles of
association or an amendment to permit us to withdraw funds from the trust account such that the per share amount investors will
receive upon any redemption or liquidation is substantially reduced or eliminated), but excluding the provision of the articles
relating to the appointment of directors, may be amended if approved by a special resolution under Cayman Islands law, which requires
the approval of holders of at least two-thirds of our ordinary shares who attend and vote 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. Our initial holders and holders of placement shares will participate in any vote to amend our amended
and restated memorandum and articles of association and/or trust agreement and will 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
which govern our pre-business combination behavior more easily than some other blank check 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.
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.
Although we believe that
the net proceeds of the initial public offering and the sale of the placement units will be sufficient to allow us to complete
our initial business combination, because we have not yet selected any prospective target business we cannot ascertain the capital
requirements for any particular transaction. If the net proceeds of the initial public offering and the sale of the placement units
prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds
in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption
in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with
our initial business combination, we may be required to seek additional financing or to abandon the proposed 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. In addition,
even if we do not need additional financing to complete our 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. If we are unable to complete our initial business combination,
our public shareholders may only receive approximately $10.00 per share on the liquidation of our trust account, and our warrants
will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption
of their shares.
Our initial shareholders will control
the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest
in us. As a result, they will appoint all of our directors and 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 22.2% of our issued and outstanding ordinary shares, including placement shares. In addition, holders of the
founder shares are entitled to appoint all of our directors prior to our initial business combination. Holders of our public shares
have no right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum
and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in
a general meeting. As a result, you will not have any influence over the appointment of directors prior to our initial business
combination.
Neither our sponsor 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, as a result of its substantial ownership in our company, our sponsor may exert a substantial influence
on other 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 and approval of major corporate transactions. If our sponsor purchases any
additional ordinary shares in the aftermarket or in privately negotiated transactions, this would increase its influence over these
actions. Accordingly, our sponsor will exert significant influence over actions requiring a shareholder vote at least until the
completion of our initial business combination.
Resources could be wasted in researching
acquisitions that are not consummated, 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 receive only
approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will
expire worthless.
We anticipate that 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 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, if we reach an agreement relating to a specific target
business, we may fail to consummate 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 receive only approximately $10.00 per share (based on the trust account balance as of December 31, 2020) on the
liquidation of our trust account and our warrants will expire worthless.
We may attempt to simultaneously consummate
business combinations with multiple prospective targets, which may hinder our ability to consummate 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, it could negatively impact our profitability and results of operations.
We may attempt to consummate 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 acquisition
strategy, we may seek to consummate 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.
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.
If we consummate our initial business
combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional
risks that may negatively impact our operations.
If we consummate our initial
business combination with a company with operations or opportunities outside of the United States, we would be subject to any special
considerations or risks associated with companies operating in an international setting, including any of the following:
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costs and difficulties inherent in managing cross-border business operations;
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rules and regulations regarding currency redemption;
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complex corporate withholding taxes on individuals;
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laws governing the manner in which future business combinations may be effected;
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tariffs and trade barriers;
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regulations related to customs and import/export matters;
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tax issues, such as tax law changes and variations in tax laws as compared to the United States;
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currency fluctuations and exchange controls;
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challenges in collecting accounts receivable;
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cultural and language differences;
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employment regulations;
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crime, strikes, riots, civil disturbances, terrorist attacks and wars; and
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deterioration of political relations with the United States.
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We may not be able to
adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely impact
our results of operations and financial condition.
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-transaction company in which our public shareholders own shares will own less than 100% of
the 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 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 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 transaction. For
example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all
of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest
in the target. However, as a result of the issuance of a substantial number of new ordinary shares, our shareholders immediately
prior to such transaction could own less than a majority of our issued and outstanding ordinary 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 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:
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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
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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;
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our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
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our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
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our inability to pay dividends on our ordinary shares;
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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 ordinary shares if declared, expenses, capital expenditures, acquisitions, and other general corporate purposes;
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
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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.
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We may only be able to complete one
business combination with the proceeds of the initial public offering and the sale of the placement units, 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.
Of the net proceeds from
the initial public offering and the sale of the placement units, $754,743,760 is available to complete our business combination
and pay related fees and expenses (which includes up to $30,284,626 for the payment of deferred underwriting commissions).
We may complete 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 complete a 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 consummating an initial business combination with only a single entity, our lack of diversification may subject us to
numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from
the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several
business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success
may be:
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solely dependent upon the performance of a single business, property or asset, or
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dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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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 business combination.
Risks Relating to our Sponsor and Management
Team
We are dependent upon our officers and directors and their
departure could adversely affect our ability to operate.
Our operations are dependent upon a relatively
small group of individuals. 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 management 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.
Our ability to successfully complete
our initial business combination and to be successful thereafter will be totally 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
complete our 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 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.
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. We do not intend to have any full-time employees
prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors
for which he or she may be entitled to substantial compensation 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 “Directors, Executive Officers and Corporate Governance.”
Our key personnel may negotiate employment
or consulting agreements with a target business in connection with a particular initial business combination. 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 the company after the consummation 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 consummation of our initial business combination.
The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business,
subject to his or her fiduciary duties under Cayman Islands law. However, we believe the ability of such individuals to remain
with us after the consummation of our initial business combination will not be the determining factor in our decision as to whether
or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will
remain with us after the consummation of our initial business combination. We cannot assure you that any of our key personnel will
remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain
with us will be made at the time of our initial business combination.
Certain of our officers and directors
are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended
to be conducted by us (and they may also participate in the formation of, or become an officer or director of, another special
purpose acquisition company) 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 will engage in the business of identifying and combining with one or more businesses. Our sponsor
and our officers and directors are and may in the future become, affiliated with entities that are engaged in a similar business.
In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any
other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors
could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank
check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of
interest, our board of directors will review any potential conflicts of interest on a case-by-case basis.
Our officers and directors
also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which
they owe certain fiduciary or contractual duties. 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 other entities prior to its presentation to us, subject to his or her fiduciary duties under Cayman
Islands law.
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,
although we do not intend to do so. 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.
We may engage in a business combination
with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors
or existing shareholders, 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
sponsor, officers and directors. Our officer and directors also serve as officers and board members for other entities. Such entities
may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any
specific opportunities for us to complete our business combination with any entities with which they are affiliated, and there
have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be
specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we
determined that such affiliated entity met our criteria for a business combination as set forth in “Proposed Business —
Effecting Our Initial Business Combination — Selection of a Target Business and Structuring of our Initial Business Combination”
and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from
an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company
we are seeking to acquire or an independent accounting firm, 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 officers, directors or existing
shareholders, 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.
Since holders of our founder shares
and placement units will lose their entire investment in us if our business combination is not completed, a conflict of interest
may arise in determining whether a particular business combination target is appropriate for our initial business combination.
Our sponsor currently
own 19,411,094 founder shares, which will be worthless if we do not consummate our initial business combination. In addition, our
sponsor has also purchased 2,170,000 placement units for an aggregate purchase price of $21.7 million. There will be no redemption
rights or liquidating distributions from the trust account with respect to the founder shares, placement shares or placement warrants,
which will expire worthless if we do not consummate a business combination by August 28, 2022. If we do not consummate a business
combination, our sponsor will realize a loss on the placement units it purchased. As a result, the personal and financial interests
of certain of our officers and directors, directly or as members of our sponsor, in consummating an initial business combination,
along with their flexibility in identifying and selecting a prospective acquisition candidate, may influence their motivation in
identifying and selecting a target business combination and completing an initial business combination that is not in the best
interests of our shareholders. Consequently, the discretion of our officers and directors, in identifying and selecting a suitable
target business combination may result in a conflict of interest when determining whether the terms, conditions and timing of a
particular initial business combination are appropriate and in the best interest of our public shareholders.
We may have a limited ability to assess
the management of a prospective target business and, as a result, may complete 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’s
management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.
Should the target’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
who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such
shareholders 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 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 candidates’ 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 acquisition candidate following our initial business combination, it is possible that members of the management of an
acquisition candidate will not wish to remain in place.
Since our sponsor, officers and directors will not be
eligible to be reimbursed for their out-of-pocket expenses if our initial business combination is not completed, a conflict of
interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
At the closing of our initial business combination,
our sponsor, officers and directors, or any entities with which they are affiliated, will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection
with activities on our behalf. These financial interests of our sponsor, officers and directors may influence their motivation
in identifying and selecting a target business combination and completing an initial business combination.
Risks Relating to 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.
If we are deemed to be
an investment company under the Investment Company Act, our activities may be restricted, including:
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities;
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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:
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registration as an investment company;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
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We do not believe that
our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the trust account may
be invested by the trustee only in United States government treasury bills with a maturity of 185 days or less or in money market
funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company
Act. Because the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for
the exemption provided in Rule 3a-1 promulgated under the Investment Company Act. If we were deemed to be subject to
the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we
have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial
business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances,
on the liquidation of our trust account and our warrants will expire worthless.
Nasdaq may delist our securities from
trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional
trading restrictions.
Our units, Class A ordinary
shares and warrants are currently listed on Nasdaq. We cannot assure you that our securities will continue to be listed on Nasdaq
in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our
initial business combination, we must maintain certain financial, distribution and share price levels. Generally, 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 Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in
order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required
to be at least $4.00 per share, our shareholders’ equity would generally be required to be at least $5.0 million and
we would be required to have a minimum of 300 round lot holders (with at least 50% of such round lot holders holding securities
with a market value of at least $2,500) of our securities. We cannot assure you that we will be able to meet those initial listing
requirements at that time.
If Nasdaq delists our securities
from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our
securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences,
including:
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a limited availability of market quotations for our
securities;
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reduced liquidity for our securities;
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a determination that our Class A ordinary shares is
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;
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a limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities
or obtain additional financing in the future.
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The National Securities
Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain
securities, which are referred to as “covered securities.” Because our units, Class A ordinary shares and warrants
are listed on Nasdaq, our units, Class A ordinary shares and warrants are covered securities. Although the states are preempted
from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion
of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities
in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities
issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies
unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies
in their states. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be
subject to regulation in each state in which we offer our securities.
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 15.0% 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 15.0% of the shares sold in the initial public offering, which we refer to as the “Excess Shares”.
However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for
or against our business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability
to consummate a 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 consummate
our business combination. As a result, you would continue to hold that number of shares exceeding 15.0% and, in order to dispose
of such shares, would be required to sell those shares in open market transactions, potentially at a loss.
We are not registering the shares of
Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time,
and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being
able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.
We are not registering the Class A ordinary
shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However,
under the terms of the warrant agreement, we have agreed 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 best efforts to file, and within 60 business days following
our initial business combination to have declared effective, a registration statement covering such shares and maintain a current
prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants, until the expiration of the warrants
in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example,
any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus,
the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.
If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit
holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis,
and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares
upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption
is available. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise
of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant
holders may, until such time as there is an effective registration statement and during any period when we shall have failed to
maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section
3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available,
holders will not be able to exercise their warrants on a cashless basis. We will use our best efforts to register or qualify the
shares under applicable blue sky 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 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 applicable state securities laws and no exemption is available. If the issuance
of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the
holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless.
In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely
for the Class A ordinary shares included in the units. If and when the warrants become redeemable by us, we may not exercise our
redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under
applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register
or qualify such shares under the blue sky laws of the state of residence in those states in which the warrants were offered by
us.
The grant of registration rights to
our initial shareholders 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
entered into concurrently with the issuance and sale of the securities in the initial public offering, our initial shareholders
and their permitted transferees can demand that we register their founder shares, after those shares convert to our Class A ordinary
shares at the time of our initial business combination, and placement shares. In addition, holders of our placement warrants and
their permitted transferees can demand that we register the placement warrants and the Class A ordinary shares issuable upon exercise
of the placement warrants, and holders of warrants included in the units that may be issued upon conversion of working capital
loans may demand that we register 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 placement warrants or holders of our working capital loans or their respective permitted
transferees are registered.
We may issue additional Class A ordinary
or preference 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 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 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 authorize the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class
B ordinary shares, par value $0.0001 per share and 5,000,000 undesignated preference shares, par value $0.0001 per share. There
are currently 396,474,165 and 30,588,906 authorized but unissued Class A and Class B ordinary shares available, respectively, for
issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding warrants but not upon conversion
of the Class B ordinary shares. Class B ordinary shares are convertible into Class A ordinary shares, initially at a one-for-one ratio
but subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association. There are
no preference shares issued and outstanding.
We may issue a substantial number of additional
ordinary shares, and may issue preference shares, in order 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
contained in our amended and restated memorandum and articles of association. 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
ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial
business combination.
The issuance of additional
ordinary shares or preference shares:
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may significantly dilute the equity interest of investors in the initial public offering;
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may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares;
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could cause a change in control if a substantial number of 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; and
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may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.
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The exercise price for the public warrants
is higher than many similar blank check company in the past, and, accordingly, the warrants are more likely to expire worthless.
The exercise price of the
public warrants is higher than is typical in many similar blank check companies in the past. Historically, the exercise price of
a warrant was generally a fraction of the purchase price of the units in the initial public offering. The exercise price for our
public warrants is $11.50 per share, subject to adjustment as provided herein. As a result, the warrants are less likely to ever
be in the money and more likely to expire worthless.
Certain agreements related to the initial
public offering may be amended without shareholder approval.
Certain agreements, including
the underwriting agreement relating to the initial public offering, the investment management trust agreement between us and Continental
Stock Transfer & Trust Company, the letter agreement among us and our initial shareholders, officers and directors, the registration
rights agreement among us and our initial shareholders and the administrative services agreement between us and our sponsor may
be amended without shareholder approval. These agreements contain various provisions that our public shareholders might deem to
be material. For example, the underwriting agreement contains a covenant that the target company that we acquire must have a fair
market value equal to at least 80% of the balance in the trust account at the time of signing the definitive agreement for the
transaction with such target business (excluding the deferred underwriting commissions and taxes payable on the income earned on
the trust account) so long as we obtain and maintain a listing for our securities on Nasdaq. While we do not expect our board to
approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board,
in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such
agreement in connection with the consummation of our initial business combination. Any such amendment may have an adverse effect
on the value of an investment in our securities.
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.
Our warrants were 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 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, shorten the exercise period or decrease the number of Class A ordinary shares
purchasable upon exercise of a warrant.
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 outstanding
warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that
the last reported sales price of our Class A ordinary shares equal or exceed $18.00 per share (as adjusted for share sub divisions,
share capitalizations, rights issuances, subdivisions, 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 we send the notice of redemption to the warrant
holders. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares upon
exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable
to effect such registration or qualification. We will use our best efforts to register or qualify such shares under the blue sky
laws of the state of residence in those states in which the warrants were offered by us in the initial public offering. Redemption
of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it
may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise
wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called
for redemption, is likely to be substantially less than the market value of your warrants. None of the placement warrants will
be redeemable by us so long as they are held by our sponsor or its permitted transferees.
In addition, we may redeem your warrants
at any time after they become exercisable and prior to their expiration at a price of $0.10 per warrant upon a minimum of 30 days’
prior written notice of redemption, provided that holders will be able to exercise their warrants prior to redemption for a number
of 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 Class A ordinary shares per warrant
(subject to adjustment) irrespective of the remaining life of the warrants. None of the placement warrants will be redeemable by
us so long as they are held by our sponsor or its permitted transferees, subject to limited exceptions.
Our management’s ability to require holders of our
warrants to exercise such warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise
of the warrants than they would have received had they been able to exercise their warrants for cash.
If we call our public warrants for redemption
after the redemption criteria described elsewhere in this Annual Report have been satisfied, our management will have the option
to require any holder that wishes to exercise his warrant (including any warrants held by our sponsor, officers or directors, other
purchasers of our founders’ units, or their permitted transferees) to do so on a “cashless basis.” If our management
chooses to require holders to exercise their warrants on a cashless basis, the number of Class A ordinary shares received by a
holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash. This will have the effect
of reducing the potential “upside” of the holder’s investment in our company.
Our warrants and founder shares may
have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to consummate our business
combination.
We issued warrants to
purchase 25,158,125 of our Class A ordinary shares as part of the units sold in the initial public offering and, simultaneously
with the closing of the initial public offering, we issued to our sponsor in a private placement 2,170,000 units. The placement
units include underlying warrants to purchase an aggregate of 723,333 Class A ordinary shares at $11.50 per share, subject to adjustment
as provided herein. In addition, if the sponsor, the management team or their affiliates make any working capital loans, up to
$1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender at the time of
the business combination. The units would be identical to the placement units sold in the private placement.
To the extent we issue
ordinary shares to consummate our business combination, 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 combination. Therefore, our warrants may make it more difficult to consummate
our business combination or increase the cost of acquiring the target business.
Because each unit contains one-third
of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.
Each unit contains one-third
of one warrant. Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole number of Class A ordinary
shares, only a whole warrant may be exercised at any given time. This is different from other blank check companies similar to
ours whose units include one ordinary share and one warrant to purchase one share. We 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-third of the number of shares compared to units that each contain a 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 they included a warrant to purchase one whole share.
A provision of our warrant agreement
may make it more difficult for use to consummate an initial business combination.
Unlike most blank check
companies, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in
connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per
ordinary share (with such issue price or effective issue price to be determined in good faith by us and in the case of any such
issuance to our sponsors or their affiliates, without taking into account any founder shares held by our initial shareholders or
such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds
from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of our
initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) 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 complete our initial business combination (such price, the “Market Value”) is below
$9.20 per share, 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.
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 two-year director terms and the ability of the board of directors
to designate the terms of and issue new series of preference shares, which may make more difficult the removal of management and
may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
General Risk
Factors
We are a 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 company established
under the laws of the Cayman Islands with no operating results, and we will not commence operations until we consummate our initial
business combination. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our
business objective of completing our initial business combination with one or more target businesses. We may be unable to complete
a business combination. If we fail to complete a business combination, we will never generate any operating revenues.
Changes in laws or regulations, or a
failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.
We are subject to laws
and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC
reporting and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time
consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and
those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure
to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business
and results of operations.
We may face risks related to financial
technology businesses.
Business combinations with
financial technology businesses may involve special considerations and risks. If we complete our initial business combination with
a financial technology business, we will be subject to the following risks, any of which could be detrimental to us and the business
we acquire:
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If the company or business we acquire provides products
or services which relate to the facilitation of financial transactions, such as funds or securities settlement system, and such
product or service fails or is compromised, we may be subject to claims from both the firms to whom we provide our products and
services and the clients they serve;
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If we are unable to keep pace with evolving technology
and changes in the financial services industry, our revenues and future prospects may decline;
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Our ability to provide financial technology products
and services to customers may be reduced or eliminated by regulatory changes;
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Any business or company we acquire could be vulnerable
to cyberattack or theft of individual identities or personal data;
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Difficulties with any products or services we provide
could damage our reputation and business;
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A failure to comply with privacy regulations could
adversely affect relations with customers and have a negative impact on our business; and
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We may not be able to protect our intellectual property
and we may be subject to infringement claims.
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Any of the foregoing could
have an adverse impact on our operations following a business combination. However, our efforts in identifying prospective target
businesses will not be limited to financial technology businesses. Accordingly, if we acquire a target business in another industry,
these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in which we operate
or target business which we acquire, none of which can be presently ascertained.
Past performance by our management team
and their affiliates may not be indicative of future performance of an investment in us.
Information regarding
performance by, or businesses associated with, our management team and their affiliates is presented for informational purposes
only. Past performance by our management, including their affiliates’ past performance, is not a guarantee either (i) of
success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate
for our initial business combination. You should not rely on the historical record of our management team or their affiliates as
indicative of our future performance. Additionally, in the course of their respective careers, members of our management team have
been involved in businesses and deals that were unsuccessful.
As the number
of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more
competition for attractive targets. This could increase the cost of our initial business combination and could even result in our
inability to find a target or to consummate an initial business combination.
In
recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential
targets for special purpose acquisition companies have already entered into an initial business combination, and there are still
many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies
currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more
effort and more resources to identify a suitable target and to consummate 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 and consummate an initial business combination, and may result in our inability to consummate an initial business
combination on terms favorable to our investors altogether.
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 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 because we will rely 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 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 which 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 the fiscal year in which (1) the market value of our
ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues
exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds
$700 million as of the prior June 30th. 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.
We may be a passive foreign investment company, or “PFIC,”
which could result in adverse U.S. federal income tax consequences to U.S. investors.
If we are a PFIC for any taxable year (or
portion thereof) that is included in the holding period of a U.S. holder of our Class A ordinary shares or warrants, the U.S. holder
may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC
status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending
on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot
be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to
our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year,
however, will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable
year, we will endeavor to provide to a U.S. holder such information as the Internal Revenue Service (“IRS”) may require,
including a PFIC annual information statement, in order to enable the U.S. holder 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. holders to consult their own tax advisors regarding
the possible application of the PFIC rules to holders of our Class A ordinary shares and warrants.
We may reincorporate in another jurisdiction in connection
with our initial business combination and such reincorporation may result in taxes imposed on shareholders.
We may, in connection with our initial business
combination and subject to requisite shareholder approval under the Companies Law, reincorporate in the jurisdiction in which the
target company or business is located. The transaction may require a shareholder to recognize taxable income in the jurisdiction
in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend
to make any cash distributions to shareholders to pay such taxes. Shareholders may be subject to withholding taxes or other taxes
with respect to their ownership of us after the reincorporation.
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 shareholders 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 Law (as the same may be supplemented or amended from
time to time) and the common law of the Cayman Islands. 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.
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,
any or all of our management could resign from their positions as officers 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 a foreign country and substantially all of our revenue will be derived from our operations
in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic,
political and legal policies, developments and conditions in the country in which we operate.
The economic, political and social conditions,
as well as government policies, of the country 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 country’s economy experiences a downturn or grows 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’ 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, and the dollar equivalent of our net assets and distributions,
if any, could be adversely affected by reductions in the value of the local currency. 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 currency 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.