Item 1. Business.
We are a blank check company incorporated on October
28, 2020 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Report as our
initial business combination. We have not selected any specific business combination target.
Initial Public Offering
On April 5, 2021, we consummated
our initial public offering of 10,000,000 public units. On April 14, 2021, the underwriters exercised their over-allotment option in full
and purchased 1,500,000 additional public units. Each public unit consists of one ordinary share and one right to receive one-tenth of
an ordinary share upon consummation of our initial business combination. The public units were sold at a price of $10.00 per unit, generating
gross proceeds to the Company of $115,000,000.
Simultaneously with the closing
of the initial public offering, we completed the private sale of an aggregate of 450,000 private placement units to our sponsor at a purchase
price of $10.00 per private placement unit, generating gross proceeds of $4,500,000. On April 14, 2021, simultaneously with the exercise
of the over-allotment option, we consummated a private sale of an additional 15,000 private placement units, generating gross proceeds
of $150,000.
A total of $116,150,000, comprised
of the proceeds from the initial public offering and the sale of the private placement units was placed in the trust account maintained
by Continental, acting as trustee.
It is the job of our sponsor and management team to complete our initial
business combination. Our management team is led by Henry Monzon, our Chairman and Chief Executive Officer, and Ka Seng (Thomas) Ao, our
Chief Financial Officer, who have extensive international experience in disruptive technologies, business operations, investments and
merger and acquisition transactions. We must complete our initial business combination by April 5, 2022, 12 months from the closing of
our initial public offering (or up to October 15, 2022, if we extend the time for completion of our initial business combination by the
maximum amount, as described elsewhere in this Report). If our initial business combination is not consummated by April 5, 2022 (or October
5, 2022, if we extend the time for completion of our initial business combination by the maximum amount), then our existence will terminate,
and we will distribute all amounts in the trust account.
Our Search for a Business Combination
While we may pursue an acquisition or a business
combination target in any business or industry, we are concentrating our efforts in identifying a target in the disruptive technology
market with an equity value of approximately $300 million to $1 billion. We believe disruptive technology companies that focus on blockchain/crypto
and artificial intelligence are potential attractive targets. Disruptive innovation in these sectors significantly alters the way
that consumers, industries, or businesses operate. While innovators create new markets with their products and services, investors of
disruptive technology companies also receive unparalleled returns during the mass adoption phase. We believe that there are many potential
attractive targets within the sectors for our initial business combination.
Our management team has extensive operations experience
with leading technology innovators such as Qualcomm (NASDAQ: QCOM). Our directors and officers have extensive practical experience in
cultivating innovations from engineering ideas to mass adoption. The team has invested and operated both growth stage and private equity
stage technology companies in North America, Europe and Asia. Their practical experience and global network allow our management team
to form agile business strategies and add values to the potential targets’ business development.
Business Strategy
Our business strategy is to identify and consummate
an initial business combination with a disruptive technology company that focuses on blockchain and artificial intelligence. We are seeking
to acquire established businesses that we believe are fundamentally sound but potentially in need of financial, operational, strategic
or managerial redirection to maximize value. We also look at earlier stage companies that exhibit the potential to change the industries
in which they participate and which will offer the potential of sustained high levels of revenue growth and path to profitability. Our
management team and sponsor have experience in:
| ● | Operating and managing companies, formulating business strategies
and executing action plans with internal resources and external business partners; |
| ● | Developing business opportunities and procurement in North
America, Europe and Asia; |
| ● | Forming strategic partnerships with other companies to develop
cross merchandizing networks; |
| ● | Advising technology companies’ management in the fields
of product development, business strategy and financial planning; |
| ● | Investing and building companies in the technology sector
with unique market insights; |
| ● | Improving efficiency for businesses by implementing information
technology systems; |
| ● | Building relationships with upstream vendors, logistics vendors,
clients, and financial institutions; and |
| ● | Identifying, acquiring, and structuring M&A transactions
on behalf of public companies; |
Business Combination Criteria
We have developed the following guidelines that
we believe are important when evaluating prospective target businesses. We use these criteria and guidelines in evaluating acquisition
opportunities, though we may decide to enter into our initial business combination with a target business that does not meet these criteria
and guidelines.
| ● | Companies with operations or prospects in the disruptive technology
sector. Based upon our management team’s experience, we believe we have a competitive advantage and excellent access to investment
opportunities when negotiating a business combination with potential targets in the sector. Our management team’s network of contacts
and extensive experience provide them with opportunities to source and evaluate targets, enter into a business combination with a target
and help grow their business. |
| ● | Companies that are fundamentally sound and have the potential
for improved performance under our ownership. Our management team’s experience in target sectors will create opportunities
to enhance the operational efficiencies and revenue of the target business, while potentially generating higher returns for our investors. |
| ● | Significant growth opportunities. Apart from strong organic
growth potential, we look for companies that could meaningfully accelerate growth through geographic expansion, business combinations,
disruptive products and engineering expertise. |
| ● | Market leaders. Our targets should have a leading presence
across a segment or industry, or having leading product or technology capabilities. |
| ● | Appropriate valuations. We seek to be a disciplined and
valuation-centric investor that will invest on terms that we believe are attractive relative to market comparables that provide significant
upside potential. |
These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as
other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into a business
combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does
not meet the above criteria in our shareholder communications related to our initial business combination, which would be in the form
of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC.
Initial business combination
Nasdaq rules require that our initial business
combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets
held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive
agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair
market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent
firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm with
respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in conjunction
with our initial business combination. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a
majority of our independent directors.
We will have until April 5, 2022 (12 months from
the closing of our initial public offering) to consummate an initial business combination. However, if we file a preliminary proxy statement
with the Securities and Exchange Commission seeking shareholder approval of an initial business combination by April 5, 2022, the period
of time we have to consummate an initial business combination shall be automatically extended by an additional four months for an aggregate
of 16 months, until August 5, 2022. Alternatively, if we anticipate that we may not be able to consummate our initial business combination
by April 5, 2022, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination
up to two times, each by an additional three months (for a total of up to 18 months to complete a business combination, or October 5,
2022, at the outside date), subject to the sponsor depositing additional funds into the trust account as set out below. Pursuant to the
terms of our amended and restated memorandum and articles of association and the trust agreement between us and Continental, in order
for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees,
upon five days advance notice prior to the applicable deadline, must deposit into the trust account $1,150,000 ($0.10 per unit) on or
prior to the date of the applicable deadline, for each three month extension, up to an aggregate of $2,300,000. In the event that we receive
notice from our sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press
release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release
the day after the applicable deadline announcing whether or not the funds have been timely deposited. Our sponsor and its affiliates or
designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are
unable to consummate an initial business combination within such time period, we will redeem 100% of our issued and outstanding public
shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number
of then outstanding public shares, subject to applicable law and as further described herein, and then seek to dissolve and liquidate.
We expect the pro rata redemption price to be approximately $10.10 per public share, without taking into account any interest earned on
such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors which
may take priority over the claims of our public shareholders. Our public shareholders will not be entitled to vote or redeem their shares
in connection with any such extension. As a result, we may conduct such an extension even though a majority of our public shareholders
do not support such an extension and will not be able to redeem their shares in connection therewith. We may also seek to amend our charter
or governing instruments to extend the time to consummate an initial business combination in order to effectuate our initial business
combination. Unless we complete our initial business combination with an affiliated entity, or our board of directors cannot independently
determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment
banking firm 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 business judgment of our board of directors, which will have significant
discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation
may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation
materials, as applicable, related to our initial business combination.
We anticipate structuring our initial business combination so that
the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of
the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company
owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management
team or shareholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns
or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in
the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended,
or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target,
our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending
on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which
we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares and/or other equity
interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority
of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets
of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that
is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more
than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities
are not listed on the Nasdaq after our initial public offering, we would not be required to satisfy the 80% requirement. However, we intend
to satisfy the 80% requirement even if our securities are not listed on the Nasdaq at the time of our initial business combination.
We have filed a Registration Statement on Form 8-A
with the SEC to register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations
promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations
under the Exchange Act prior or subsequent to the consummation of our initial business combination.
Status as a public company
We believe our structure makes us an attractive
business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional
initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange
their equity interests, shares and/or shares of stock in the target business for our shares or for a combination of our shares and cash,
allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated
with being a public company, we believe target businesses will find this method a more certain and cost effective method to becoming a
public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred
in marketing, road show and public reporting efforts that may not be present to the same extent in connection with a business combination
with us.
Furthermore, once a proposed business combination
is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’
ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring. Once
public, we believe the target business would then have greater access to capital and an additional means of providing management incentives
consistent with shareholders’ interests. It can offer further benefits by augmenting a company’s profile among potential new
customers and vendors and aid in attracting talented employees.
While we believe that our structure and our management
team’s backgrounds make us an attractive business partner, some potential target businesses may have a negative view of us since
we are a blank check company, without an operating history, and there is uncertainty relating to our ability to obtain shareholder approval
of our proposed initial business combination and retain sufficient funds in our trust account in connection therewith.
We are an “emerging growth company,”
as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) (a) December 31, 2026, (b) the
last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion, or (c) the last day of the fiscal
year in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates
exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible
debt securities during the prior three-year period.
Financial position
With funds available for a business combination
initially in the amount of $116,157,607.19 as of December 31, 2021 (assuming no redemptions), which amount includes $4,025,000 of deferred
underwriting fees, before fees and expenses associated with our initial business combination, we offer a target business a variety of
options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations
or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using
our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination
that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken
any steps to secure third party financing and there can be no assurance it will be available to us.
Effecting our initial business combination
We are not presently engaged in, and we will not
engage in, any operations until we consummate our initial business combination. We intend to effectuate our initial business combination
using cash from the proceeds of our initial public offering and the private placement of the private placement units, our shares, debt
or a combination of these as the consideration to be paid in our initial business combination. We may, although we do not currently intend
to, seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages
of development or growth, start-up companies or companies with speculative business plans or excess leverage, which would subject us to
the numerous risks inherent in such companies and businesses.
If our initial business combination is paid for
using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in
connection with our initial business combination or used for redemptions of our ordinary shares, we may apply the balance of the cash
released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction
company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the
purchase of other companies or for working capital.
We may seek to raise additional funds through a
private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate
our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account.
In the case of an initial business combination
funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination
would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There are
no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. At this
time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through
the sale of securities or otherwise.
Selection of a target business and structuring of our initial business
combination
Nasdaq rules require that our initial business
combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets
held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive
agreement in connection with our initial business combination. The fair market value of the target or targets will be determined by our
board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation
or value of comparable businesses. Our shareholders will be relying on the business judgment of our board of directors, which 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 is not able to independently determine
the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another
independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting
firm, with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in conjunction
with our initial business combination. Subject to these requirements, our management 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 issued and outstanding voting securities of the target or otherwise acquire
a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company
Act. If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business
or businesses that are owned or acquired by the post-transaction company is what will be valued for purposes of the 80% of net assets
test. There is no basis for you 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 will encompass, among other things, meetings with incumbent management and employees,
document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made
available to us.
The time required to select and evaluate a target
business and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target
business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the
funds we can use to complete another business combination.
Lack of business diversification
For an indefinite period of time after the completion
of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.
Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it
is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.
By completing our initial business combination with only a single entity, our lack of diversification may:
| ● | subject us to negative economic, competitive and regulatory
developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial
business combination; and |
| ● | cause us to depend on the marketing and sale of a single product
or limited number of products or services. |
Limited ability to evaluate the target’s management team
Although we intend to closely scrutinize the management
of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our
assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the
necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team,
if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our directors will
remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their
full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management
team will have significant experience or knowledge relating to the operations of the particular target business.
We cannot assure you that any of our key personnel
will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel
will remain with the combined company will be made at the time of our initial business combination.
Following a business combination, we may seek to
recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the
ability to recruit additional managers, or that such additional managers will have the requisite skills, knowledge or experience necessary
to enhance the incumbent management.
Shareholders may not have the ability to approve our initial business
combination
We may conduct redemptions without a shareholder
vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association.
However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder
approval for business or other legal reasons.
Under the Nasdaq’s listing rules, shareholder
approval would be required for our initial business combination if, for example:
| ● | we issue ordinary shares that will be equal to or in excess
of 20% of the number of ordinary shares then issued and outstanding; |
| ● | any of our directors, officers or substantial shareholders
(as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or
indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could
result in an increase in issued and outstanding ordinary shares or voting power of 5% or more; or |
| ● | the issuance or potential issuance of ordinary shares will
result in our undergoing a change of control. |
Permitted purchases of our securities
In the event we seek shareholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender
offer rules, our sponsor, directors, officers, or their respective affiliates may purchase shares or rights in privately negotiated transactions
or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number
of shares such persons may purchase. However, they have no current commitments, plans or intentions to engage in such transactions and
have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, or their respective
affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases
could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used
to purchase shares or rights in such transactions. They will not make any such purchases when they are in possession of any material non-public
information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may
include a contractual acknowledgement that such shareholder, although still the record holder of our shares is no longer the beneficial
owner thereof and therefore agrees not to exercise its redemption rights. We cannot currently determine whether our insiders will make
such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing
and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1
plan or determine that such a plan is not necessary.
In the event that our sponsor, directors, officers,
or their respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected
to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.
We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the
Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine
at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
The purpose of such purchases would be to (i) vote
such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business
combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or
a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not
be met. The purpose of any such purchases of rights could be to reduce the number of rights, or underlying securities, outstanding. This
may result in the completion of our initial business combination that may not otherwise have been possible.
In addition, if such purchases are made, the public
“float” of our ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which
may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Our sponsor, directors, officers, or their respective
affiliates anticipate that they may identify the shareholders with whom our sponsor, directors, officers, or their respective affiliates
may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted
by shareholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor,
directors, officers, or their respective affiliates enter into a private purchase, they would identify and contact only potential selling
shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the business
combination. Such persons would select the shareholders from whom to acquire shares based on the number of shares available, the negotiated
price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid in any such
transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection
with our initial business combination. Our sponsor, directors, officers, or their respective affiliates will only purchase shares if such
purchases comply with Regulation M under the Exchange Act and the other federal securities laws.
Any purchases by our sponsor, directors, officers,
or their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent
such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2)
and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the
safe harbor to be available to the purchaser. Our sponsor, directors, officers, or their respective affiliates will not make purchases
of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
Redemption rights for public shareholders upon completion of our
initial business combination
We will provide our public shareholders with the
opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation
of the initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued
and outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to
be approximately $10.10 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not
be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement
that a beneficial holder must identify itself in order to validly redeem its shares. Our sponsor, officers and directors have entered
into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares,
private 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 ordinary shares upon the completion of our initial business combination either (i) in
connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as
to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in
our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction
would require us to seek shareholder approval under the law or stock exchange listing requirement. Asset acquisitions and share purchases
would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where
we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles
of association would require shareholder approval. If we structure a business combination transaction with a target company in a manner
that requires shareholder approval, we will not have discretion as to whether to seek a shareholder vote to approve the proposed business
combination. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required
by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the
SEC for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the Nasdaq, we will be required
to comply with Nasdaq rules.
If shareholder approval of the transaction is required
by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will,
pursuant to our amended and restated memorandum and articles of association:
| ● | conduct the redemptions in conjunction with a proxy solicitation
pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer
rules; and |
| ● | file proxy materials with the SEC. |
We expect that a final proxy statement would be
mailed to public shareholders at least 5 days prior to the shareholder vote. However, we expect that a draft proxy statement would
be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions
in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and
procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq
listing or Exchange Act registration.
In the event that we seek shareholder approval of
our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with
the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval, we will complete
our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative
vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting
in favor of the business combination. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers
and directors have agreed (and their permitted transferees will agree) to vote any founder shares and private placement shares held by
them and any public shares purchased during or after our initial public offering in favor of our initial business combination. We expect
that at the time of any shareholder vote relating to our initial business combination, our initial shareholders and their respective permitted
transferees will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. Each public shareholder may
elect to redeem 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 their founder shares, private placement shares and public shares in connection with the completion of a business combination.
If a shareholder vote is not required and we do
not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and
articles of association:
| ● | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E
of the Exchange Act, which regulate issuer tender offers; and |
| ● | file tender offer documents with the SEC prior to completing
our initial business combination which contain substantially the same financial and other information about the initial business combination
and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
Upon the public announcement of our initial business
combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares
in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.
In the event we conduct redemptions pursuant to
the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under
the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.
In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares which
are not purchased by our sponsor, which number will be based on the requirement that we will only redeem our public shares so long as
(after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial
business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny
stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial
business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and
not complete the initial business combination.
Our amended and restated memorandum and articles
of association provides that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be
at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’
fees and commissions (so that we are not subject to the SEC’s “penny stock” rules). Redemptions of our public shares
may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business
combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners,
(ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of
cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration
we would be required to pay for all 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 ordinary shares submitted for redemption will be returned to the holders
thereof.
Limitation on redemption upon completion of our initial business
combination if we seek shareholder approval
Notwithstanding the foregoing, if we seek shareholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant
to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares.
We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders
to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our sponsor
or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent
this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering (1,725,000
shares) could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our sponsor or its affiliates
at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no
more than 15% of the shares sold in our initial public offering, we believe we will limit the ability of a small group of shareholders
to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business
combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. We may waive
this restriction in our sole discretion. However, we would not be restricting our shareholders’ ability to vote all of their shares
(including Excess Shares) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter
agreement entered into with us, waived their right to have any founder shares, private placement shares or public shares held by them
redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted
transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver.
However, to the extent any such affiliate acquires public shares, it would be a public shareholder and restricted from seeking redemption
rights with respect to any Excess Shares.
Tendering share certificates in connection with a tender offer or
redemption rights
We may require our public shareholders seeking
to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender
their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents, or up to two business days
prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their
shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System,
rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish
to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders
to satisfy such delivery requirements. Accordingly, a public shareholder would have from the time we send out our tender offer materials
until the close of the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials,
as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender
offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to
public shareholders at least 5 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made
available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction
with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of
their public shares.
There is a nominal cost associated with the above-referenced
tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically
charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However,
this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares.
The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
The foregoing is different from the procedures
used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check
companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply
vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her
redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to
deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion
of the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose
above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to
the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the general
meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder
delivered its certificate. The requirement for physical or electronic delivery prior to the general meeting ensures that a redeeming holder’s
election to redeem is irrevocable once the business combination is approved.
Any request to redeem such shares, once made, may
be withdrawn at any time up to the date set forth in the tender offer materials or the date of the general meeting set forth in our proxy
materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption
rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that
the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders
of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.
If our initial business combination is not approved
or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem
their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered
by public holders who elected to redeem their shares.
If our initial proposed business combination is
not completed, we may continue to try to complete a business combination with a different target until April 5, 2022 (or October 5, 2022,
if we extend the period of time to consummate a business combination by the maximum amount).
Redemption of public shares and liquidation if no initial business
combination
Our sponsor, officers and directors have agreed
that we will have only until April 5, 2022, 12 months from the closing of our initial public offering (or October 5, 2022, 18 months from
the closing of the offering, if we extend the period of time to consummate a business combination by the maximum amount) to complete our
initial business combination. If we are unable to complete our initial business combination within such 12-month (or up to 18-month) period,
we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses (which interest shall
be net of taxes payable) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions
with respect to our rights, which will expire worthless if we fail to complete our initial business combination within the 12-month (or
up to 18-month) time period.
Our sponsor, officers and directors have entered
into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with
respect to their founder shares and private placement shares if we fail to complete our initial business combination by April 5, 2022
(or October 5, 2022, if we extend the period of time to consummate a business combination by the maximum amount). However, if our sponsor,
officers or directors acquire public shares after our initial public offering, they will be entitled to liquidating distributions from
the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 12-month
time period (or up to 18 months).
Our sponsor, officers and directors have agreed,
pursuant to a written letter agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination by April 5, 2022 (or
up to October 5, 2022 if we extend the period of time to consummate a business combination by the maximum amount) or (ii) with respect
to the other provisions relating to shareholders’ rights or pre-business combination activity, unless we provide our public shareholders
with the opportunity to redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided
by the number of then issued and outstanding public shares. However, we will only redeem our public shares so long as (after such redemption)
our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination
and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock”
rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy
the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public
shares.
If we do not consummate our initial business combination
by the deadline set forth in our amended and restated memorandum and articles of association, we expect that all costs and expenses associated
with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $384,505
held outside the trust account as of December 31, 2021, although we cannot assure you that there will be sufficient funds for such purpose.
However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the
extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us
an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
If we were to expend all of the net proceeds of
our initial public offering and the sale of the private placement 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 $10.10. 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 $10.10. While we intend to pay such amounts, if any, we cannot assure
you that we will have funds sufficient to pay or provide for all creditors’ claims.
Although we have sought and will continue to seek
to have all vendors, service providers (other than our independent auditors), prospective target businesses 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) $10.10 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation
of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn
to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to
seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against
certain liabilities, including liabilities under the Securities Act. Because we are a blank check company, rather than an operating company,
and our operations are limited to searching for prospective target businesses to acquire, the only third parties we currently expect to
engage would be vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective target
businesses. In the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible
to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds
to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities of our company. None of our other
officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds in the trust account
are reduced below (i) $10.10 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 $10.10 per share.
We will seek to reduce the possibility that our sponsor will have to
indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (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 our initial public offering against certain liabilities, including liabilities under the Securities Act.
We have access to up to the amounts held outside the trust account ($384,505 as of December 31, 2021), with which to pay any such potential
claims. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient,
shareholders who received funds from our trust account could be liable for claims made by creditors. Because the offering expenses of
our initial public offering (excluding underwriting commissions) were less than our estimate of $750,000, the amount of funds we intend
to hold outside the trust account has increased by approximately $250,000 to $1,000,000.
If we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account
could be subject to applicable bankruptcy or insolvency laws, and may be included in our bankruptcy or insolvency estate and subject to
the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete
the trust account, we cannot assure you we will be able to return $10.10 per share to our public shareholders. Additionally, if we file
a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any
distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either
a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek
to recover all amounts received by our shareholders. Furthermore, our board may be viewed as having breached its fiduciary duty to our
creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public
shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought
against us for these reasons.
Our public shareholders will be entitled to receive
funds from the trust account only upon the earliest of (i) the completion of our initial business combination, (ii) the redemption
of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles
of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within the required time period
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 April 5, 2022 (or October 5, 2022,
if we extend the period of time to consummate a business combination by the maximum amount), subject to applicable law. In no other circumstances
will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection
with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result
in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have
also exercised its redemption rights described above.
Amended and restated memorandum and articles of association
Our amended and restated memorandum and articles
of association contains certain requirements and restrictions relating to our initial public offering that will apply to us until the
consummation of our initial business combination. If we seek to amend any provisions of our amended and restated memorandum and articles
of association relating to shareholders’ rights or pre-business combination activity, we will provide dissenting public shareholders
with the opportunity to redeem their public shares in connection with any such vote. Our sponsor, officers and directors have agreed to
waive any redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion
of our initial business combination. Specifically, our amended and restated memorandum and articles of association provides, among other
things, that:
| ● | prior to the consummation of our initial business combination,
we shall either (1) seek shareholder approval of our initial business combination at a general meeting called for such purpose at
which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination,
into their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net
of taxes payable) or (2) provide our public shareholders with the opportunity to tender their shares to us by means of a tender
offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on
deposit in the trust account, including interest (which interest shall be net of taxes payable) in each case subject to the limitations
described herein; |
| ● | we will consummate our initial business combination only if
we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation and, solely if we seek shareholder
approval, obtain an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented
in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination; |
| ● | if our initial business combination is not consummated by
April 5, 2022 (or by October 5, 2022, if we extend the period of time to consummate a business combination by the maximum amount), then
our existence will terminate and we will distribute all amounts in the trust account; and |
| ● | prior to our initial business combination, we may not issue
additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote
on any initial business combination. |
These provisions cannot be amended without the approval
of holders of at least two-thirds of our ordinary shares. In the event we seek shareholder approval in connection with our initial business
combination, our amended and restated memorandum and articles of association provides that we may consummate our initial business combination
only if approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented
in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination.
Competition
In identifying, evaluating and selecting a target
business for our initial business combination, we may encounter intense competition from other entities having a business objective similar
to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic
acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations
directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than
ours. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives
others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public
shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our
issued and outstanding rights, 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.
Conflicts of interest
Each of our directors and officers presently has,
and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant
to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to
his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity
which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor
his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such
entity rejects the opportunity. Our amended and restated memorandum and articles of association provides that, subject to his or her fiduciary
duties under Cayman Islands law, no director or officer shall be disqualified or prevented from contracting with the company nor shall
any contract or transaction entered into by or on behalf of the company in which any director shall have an interest be liable to be avoided.
A director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of
such interest shall be disclosed at or prior to its consideration or any vote thereon by the board of directors. We do not believe, however,
that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our
business combination.
In addition to our sponsor, members of our management team may directly
or indirectly own our ordinary shares and/or private placement units following our initial public offering, and, accordingly, may have
a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial
business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular
business combination if the retention or resignation of any such officers and directors was included by a target business as a condition
to any agreement with respect to our initial business combination.
Indemnity
Our sponsor has agreed that it will be liable to
us if and to the extent any claims by a third party (other than our independent 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) $10.10 per public share or (ii) such lesser amount per public share held in the trust account as
of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest
which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of
any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial
public offering against certain liabilities, including liabilities under the Securities Act. Because we are a blank check company, rather
than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only third
parties we currently expect to engage would be vendors such as lawyers, investment bankers, computer or information and technical services
providers or prospective target businesses. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third
party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified
whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities
of our company. We have not asked our sponsor to reserve for such obligations.
Employees
We currently have two (2) officers. Members
of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their
time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that our officers
or any other members of our management team will devote in any time period will vary based on whether a target business has been selected
for our initial business combination and the current stage of the business combination process.
Periodic
reporting and financial information
Our
public units, ordinary shares and rights are registered under the Exchange Act and, as a result, we have reporting obligations, including
the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange
Act, our annual reports will contain financial statements audited and reported on by our independent registered public auditors.
We
will provide shareholders with audited financial statements of the prospective target business as part of the tender offer materials
or proxy solicitation materials sent to shareholders to assist them in assessing the target business. These financial statements may
be required to be prepared in accordance with, or be reconciled to, U.S. GAAP, or IFRS, depending on the circumstances and the historical
financial statements may be required to be audited in accordance with the PCAOB. The requirements for such financial statement requirements
may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time
for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed
time frame. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.
We
will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley
Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to have our internal
control procedures audited. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy
of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley
Act may increase the time and costs necessary to complete any such acquisition.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As
such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive
compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities
less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more
volatile.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In
other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would
otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the earliest of (a) December 31, 2026, (b) the last day
of the fiscal year in which we have total annual gross revenue of at least $1.07 billion, or (c) the last day of the fiscal year
in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates
exceeds $700 million as of the 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.